nhi

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~June 3130, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission file number 001-13795

AMERICAN VANGUARD CORPORATION


Delaware	95-2588080
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification Number)

4695 MacArthur Court, Newport Beach, California	92660
(Address of principal executive offices)	(Zip Code)

(949) 260-1200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each exchange on which registered
Common Stock, $0.10 par value	AVD	New York Stock Exchange
Common Stock, $.10 par value	AVD	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☐	Accelerated Filer	☒
Non-Accelerated Filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock, $0.10 Par Value — 28,~~352~~431,~~237~~276 shares as of ~~May~~July 222, 2025.

AMERICAN VANGUARD CORPORATION

INDEX

		Page Number
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Loss	4
	Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Stockholders’ Equity	76
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2224
Item 4.	Controls and Procedures	2225
PART II—OTHER INFORMATION		27
Item 1.	Legal Proceedings	2427
Item 1A.	Risks Factors	2427
Item 2.	Purchases of Equity Securities by the Issuer	2427
Item 6.	Exhibits	2528
SIGNATURES		2629

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	For the three monthsended March 31
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024
Net sales	$	~~115~~129,~~800~~313		$	~~135~~128,~~143~~209		$	245,113		$	263,352
Cost of sales		(8588,~~609~~766	)		(9290,~~725~~446	)		(174,375	)		(183,171	)
Gross profit		3040,~~191~~547			4237,~~418~~763			70,738			80,181
Operating expenses
Selling, general and administrative		(2628,~~628~~757	)		(2931,~~469~~051	)		(55,385	)		(60,520	)
Research, product development and regulatory		(5,~~682~~803	)		(58,~~706~~599	)		(11,485	)		(14,305	)
Transformation		(21,~~191~~621	)		(17,~~152~~345	)		(3,812	)		(8,497	)
Operating (loss) income		(4,310	)		6,091
Operating income (loss)		4,366			(9,232	)		56			(3,141	)
Change in fair value of an equity investment		—			638
Change in fair value of equity investment		—			(125	)		—			513
Interest expense, net		(34,~~765~~450	)		(3,~~693~~917	)		(8,215	)		(7,610	)
(Loss) income before provision for income taxes		(8,075	)		3,036
Loss before provision for income taxes		(84	)		(13,274	)		(8,159	)		(10,238	)
Income tax expense		(387	)		(1,484	)
Income tax (expense) benefit		(765	)		1,553			(1,152	)		69
Net (loss) income	$	(8,462	)	$	1,552
Net loss	$	(849	)	$	(11,721	)	$	(9,311	)	$	(10,169	)
Net (loss) income per common share—basic	$	(0.30	)	$	0.06
Net loss per common share—basic	$	(0.03	)	$	(0.42	)	$	(0.33	)	$	(0.36	)
Net (loss) income per common share—assuming dilution	$	(0.30	)	$	0.06
Net loss per common share—assuming dilution	$	(0.03	)	$	(0.42	)	$	(0.33	)	$	(0.36	)
Weighted average shares outstanding—basic		28,~~271~~345			2728,~~844~~024			28,308			27,934
Weighted average shares outstanding—assuming dilution		28,~~271~~345			28,~~128~~024			28,308			27,934

See notes to the ~~condensed~~Condensed ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements.

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~LOSS~~INCOME (LOSS)

(In thousands)

(Unaudited)

	For the three monthsended March 31
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024
Net (loss) income	$	(8,462	)	$	1,552
Net loss	$	(849	)	$	(11,721	)	$	(9,311	)	$	(10,169	)
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax effects		14,~~825~~025			(15,~~564~~729	)		5,850			(7,293	)
Comprehensive loss	$	(6,637	)	$	(12	)
Comprehensive income (loss)	$	3,176		$	(17,450	)	$	(3,461	)	$	(17,462	)

See notes to the ~~condensed~~Condensed ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements.

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

ASSETS	~~March~~June 3130,2025			December 31,2024
Current assets:
Cash	$	1114,~~805~~482		$	12,514
Receivables:
Trade, net of allowance for credit losses of $10,321 and $9,190, respectively		159,559			169,743
Trade, net of allowance for credit losses of $11,378 and $9,190, respectively		169,482			169,743
Other		89,~~155~~470			4,699
Total receivables, net		~~167~~178,~~714~~952			174,442
Inventories		~~184~~191,~~596~~497			179,292
Prepaid expenses		89,~~507~~391			7,615
Income taxes receivable		5,~~226~~004			5,030
Total current assets		~~377~~399,~~848~~326			378,893
Property, plant and equipment, net		5756,~~016~~104			58,169
Operating lease right-of-use assets, net		18,~~430~~390			19,735
Intangible assets, net		147,668			150,497
Intangible assets, net of amortization		146,168			150,497
Goodwill		20,~~291~~805			19,701
Deferred income tax assets		13,~~331~~429			1,242
Other assets		97,~~004~~756			8,484
Total assets	$	~~631~~651,~~588~~978		$	636,721
Liabilities and Stockholders’ Equity
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9396,~~920~~778		$	69,159
Customer prepayments		246,~~460~~490			52,675
Accrued program costs		7079,~~319~~868			69,449
Accrued expenses and other payables		17,~~119~~312			31,989
Operating lease liabilities, current		56,~~986~~302			6,136
Income taxes payable		1,~~261~~994			2,942
Total current liabilities		~~213~~208,~~065~~744			232,350
Long-term debt		~~167~~189,~~498~~500			147,332
Operating lease liabilities, long-term		13,074			14,339
Operating lease liabilities, long term		12,728			14,339
Deferred income tax liabilities		89,~~924~~217			7,989
Other liabilities		~~1,673~~967			1,601
Total liabilities		~~404~~421,~~234~~156			403,611
Commitments and contingent liabilities (Note 13)
Stockholders’ equity:
Stockholders' equity:
Preferred stock, $0.10 par value per share; authorized 400,000 shares; none issued		—			—
Common stock, $0.10 par value per share; authorized 40,000,000 shares; issued 34,850,030 shares at March 31, 2025 and 34,794,548 shares at December 31, 2024		3,485			3,479
Common stock, $0.10 par value per share; authorized 40,000,000 shares; issued 34,778,423 shares at June 30, 2025 and 34,794,548 shares at December 31, 2024		3,478			3,479
Additional paid-in capital		115,~~554~~853			114,679
Accumulated other comprehensive loss		(1612,~~904~~879	)		(18,729	)
Retained earnings		~~196~~195,~~420~~571			204,882
		298,555			304,311
		302,023			304,311
Less treasury stock at cost, 5,915,182 shares at March 31, 2025 and December 31, 2024		(71,201	)		(71,201	)
Less treasury stock at cost, 5,915,182 shares at June 30, 2025 and December 31, 2024		(71,201	)		(71,201	)
Total stockholders’ equity		~~227~~230,~~354~~822			233,110
Total liabilities and stockholders’ equity	$	~~631~~651,~~588~~978		$	636,721

See notes to the ~~condensed~~Condensed ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements.

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For The Three and Six Months Ended June 30, 2025

(In thousands, except share data)

(Unaudited)


	Common Stock						Additional			Accumulated Other						Treasury Stock
	Shares			Amount			Paid-in Capital			Comprehensive Loss			Retained Earnings			Shares		Amount			Total
Balance, January 1, 2025		34,794,548		$	3,479		$	114,679		$	(18,729	)	$	204,882			5,915,182	$	(71,201	)	$	233,110
Stocks issued under ESPP		72,267			7			326			—			—			—		—			333
Foreign currency translation adjustment, net		—			—			—			1,825			—			—		—			1,825
Stock-based compensation		—			—			559			—			—			—		—			559
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes)		(16,785	)		(1	)		(10	)		—			—			—		—			(11	)
Net loss		—			—			—			—			(8,462	)		—		—			(8,462	)
Balance, March 31, 2025		34,850,030		$	3,485		$	115,554		$	(16,904	)	$	196,420			5,915,182	$	(71,201	)	$	227,354
Foreign currency translation adjustment, net		—			—			—			4,025			—			—		—			4,025
Stock-based compensation		—			—			422			—			—			—		—			422
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes)		(71,607	)		(7	)		(123	)		—			—			—		—			(130	)
Net loss		—			—			—			—			(849	)		—		—			(849	)
Balance, June 30, 2025		34,778,423		$	3,478		$	115,853		$	(12,879	)	$	195,571			5,915,182	$	(71,201	)	$	230,822

See notes to the Condensed Consolidated Financial Statements.

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For The Three and Six Months Ended ~~March~~June 3130, ~~2025 and March 31,~~ 2024

(In thousands, except share data)

(Unaudited)

	Common Stock						Additional			~~Accumulated Other~~AccumulatedOther						Treasury Stock
	Shares			Amount			Paid-in Capital			ComprehensiveLoss			RetainedEarnings			Shares		Amount			~~Total~~AVDTotal
Balance, January 1, 2025		34,794,548		$	3,479		$	114,679		$	(18,729	)	$	204,882			5,915,182	$	(71,201	)	$	233,110
Stocks issued under ESPP		72,267			7			326			—			—			—		—			333
Foreign currency translation adjustment, net		—			—			—			1,825			—			—		—			1,825
Stock-based compensation		—			—			559			—			—			—		—			559
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes)		(16,785	)		(1	)		(10	)		—			—			—		—			(11	)
Net loss		—			—			—			—			(8,462	)		—		—			(8,462	)
Balance, March 31, 2025		34,850,030		$	3,485		$	115,554		$	(16,904	)	$	196,420			5,915,182	$	(71,201	)	$	227,354
Balance, January 1, 2024		34,676,787		$	3,467		$	110,810		$	(5,963	)	$	332,897			5,915,182	$	(71,201	)	$	370,010
Stocks issued under ESPP		38,702			4			426			—			—			—		—			430
Cash dividends on common stock declared ($0.030 per share)		—			—			—			—			(836	)		—		—			(836	)
Foreign currency translation adjustment, net		—			—			—			(1,564	)		—			—		—			(1,564	)
Stock-based compensation		—			—			2,005			—			—			—		—			2,005
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes)		39,145			4			(18	)		—			—			—		—			(14	)
Net income		—			—			—			—			1,552			—		—			1,552
Balance, March 31, 2024		34,754,634		$	3,475		$	113,223		$	(7,527	)	$	333,613			5,915,182	$	(71,201	)	$	371,583
Cash dividends on common stock declared ($0.030 per share)		—			—			—			—			(840	)		—		—			(840	)
Foreign currency translation adjustment, net		—			—			—			(5,729	)		—			—		—			(5,729	)
Stock-based compensation		—			—			747			—			—			—		—			747
Stock options exercised; grants, termination and vesting of restricted stock units (net of shares in lieu of taxes)		(99,205	)		(10	)		(805	)		—			—			—		—			(815	)
Net loss		—			—			—			—			(11,721	)		—		—			(11,721	)
Balance, June 30, 2024		34,655,429		$	3,465		$	113,165		$	(13,256	)	$	321,052			5,915,182	$	(71,201	)	$	353,225

See notes to the ~~condensed~~Condensed ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements.

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	For the three monthsended March 31
	For the Six Months Ended June 30,
	2025			2024
Cash flows from operating activities:
Net (loss) income	$	(8,462	)	$	1,552
Net loss	$	(9,311	)	$	(10,169	)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization of property, plant and equipment and intangible assets		4,744			5,441
Depreciation of property, plant and equipment and amortization of intangible assets		9,447			10,904
Amortization of other long-term assets		511			~~189~~194
Provision for bad debts		1,056			700
Amortization and accretion of deferred loan fees and discounted liabilities		569			213
Stock-based compensation		559			2,005
Gain on disposal of property, plant and equipment		(40	)		—
Change in deferred income taxes		1,348			(1,025	)
Impairment of assets		134			—
Change in liabilities for uncertain tax positions or unrecognized tax benefits		90			35
Provision for estimated credit losses		1,999			883
Change in equity investment fair value		—			(638	)
Stock-based compensation		981			2,752
Other		126			(5	)
Change in deferred income taxes		(200	)		(276	)
Foreign currency transaction gains		(99	)		(373	)
Changes in liabilities for uncertain tax positions or unrecognized tax benefits		(60	)		71
Change in equity investment fair value		—			(513	)
Unrealized foreign currency transaction gains		(855	)		(127	)
Changes in assets and liabilities associated with operations:
Decrease (increase) in net receivables		6,892			(5,579	)
Increase in net receivables		(3,293	)		(11,962	)
Increase in inventories		(49,~~721~~785	)		(927,~~353~~770	)
Increase in prepaid expenses and other assets		(~~856~~1,863	)		(13,~~466~~730	)
Change in income tax receivable and payable, net		(1,885	)		1,014
Change in income tax receivable/payable, net		(1,024	)		(7,129	)
Increase in accounts payable		22,966			2,366
Decrease in net operating lease liability		(100	)		(66	)
Decrease in customer prepayments		(28,215	)		(37,037	)
Increase in accounts payable		24,547			34,292
Increase in accrued program costs		837			6,399
Decrease in customer prepayments		(46,187	)		(53,468	)
Decrease in other payables and accrued expenses		(14,961	)		(332	)
Increase in accrued program costs		10,267			18,209
Net cash used in operating activities		(20,576	)		(36,107	)
Decrease in other payables and accrued expenses		(15,073	)		(1,665	)
Net cash used in operating activities		(39,836	)		(49,357	)
Cash flows from investing activities:
Capital expenditures		(~~431~~1,020	)		(34,~~565~~944	)
Proceeds from disposal of property, plant and equipment		1251			2375
Intangible assets		(2788	)		(251,529	)
Net cash used in investing activities		(~~446~~1,057	)		(36,~~567~~398	)
Cash flows from financing activities:
Payments under line of credit agreement		(89128,~~098~~665	)		(35110,~~346~~076	)
Borrowings under line of credit agreement		~~109~~170,~~265~~834			77175,~~146~~335
Payment of deferred loan fees		(~~687~~881	)		—
Net receipt from the issuance of common stock under ESPP		~~332~~333			430
Net payment from common stock purchased for tax withholding		(11	)		(14	)
Net payment for tax withholding on stock-based compensation awards		(142	)		(829	)
Payment of cash dividends		—			(~~834~~1,670	)
Net cash provided by financing activities		1941,~~801~~479			4163,~~382~~190
Net (decrease) increase in cash		(1,221	)		1,708
Net increase in cash and cash equivalents		586			7,435
Effect of exchange rate changes on cash and cash equivalents		~~512~~1,382			~~585~~(902	)
Cash at beginning of period		12,514			11,416
Cash and cash equivalents at beginning of period		12,514			11,416
Cash at end of period	$	11,805		$	13,709
Cash and cash equivalents at end of period	$	14,482		$	17,949

See notes to the ~~condensed~~Condensed ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements.

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

Notes to ~~the~~ Condensed Consolidated Financial Statements

(In thousands, except share data)

(Unaudited)

1. Summary of Significant Accounting Policies — The accompanying unaudited condensed consolidated financial statements of American Vanguard Corporation and Subsidiaries (“AVD” or “the Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of consolidating adjustments, eliminations, normal recurring accruals, and immaterial restatements) considered necessary for a fair presentation have been included. Operating results for the three and six months ended ~~March~~June 3130, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The condensed consolidated financial statements and related notes do not include all information and footnotes required by US GAAP for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2024.

Transformation — Transformation expenses on the condensed consolidated statements of operations include costs related to the Company’s digital and structural transformation project. The digital transformation effort is intended to ensure that business process owners have access to current and complete data that has been generated through standardized systems and processes. The structural transformation effort is intended to improve operating leverage by applying business analytics to current operations, structures, products and services and identifying process improvements, as well as pricing and go-to-market strategies. Transformation expenses primarily include costs for consulting services., ~~Severance~~severance costs relating to the Company’s former CEO, ~~which~~and ~~were~~ costs incurred in connection with the staffing and execution of the Company’s transformation initiatives,. ~~are~~In ~~also~~addition, ~~included in~~ the ~~transformation~~Company ~~expenses.~~has ~~The~~incurred ~~prior~~costs ~~year~~associated ~~transformation~~with ~~expenses~~write-offs ~~have~~and ~~been~~write ~~reclassified~~downs ~~for~~of ~~consistency~~certain ~~with the current year presentation~~assets.

Recent Issued Accounting Guidance — In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. This ASU is effective for the Company beginning with the Form 10-K for the year ending December 31, 2025. The Company is currently evaluating the impact of adopting this ASU on its income tax disclosures.

In November 2024, the FASB issued ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", and in January 2025, the FASB issued ASU No. 2025-01, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date". ASU 2024-03 requires public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial statements. For public business entities, ASU 2024-03, as clarified by ASU 2025-01, is effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. The Company is currently evaluating the impact of adopting this ASU on its ~~condensed~~ consolidated financial statements.

The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to its condensed consolidated financial statements.

Immaterial restatements — Subsequent to the issuance of the Company's condensed consolidated financial statements for the three and six months ended ~~March~~June 3130, 2024, the Company determined that it did not appropriately account for outstanding checks in the amount of $67,~~317~~095 as of ~~March~~June 3130, 2024. Specifically, the Company included these outstanding checks in long-term debt instead of accounts payable in the condensed consolidated balance sheet as of ~~March~~June 3130, 2024. This error resulted in misstatements of the changes in accounts payable and borrowings under line of credit agreements in the condensed consolidated statement of cash flows for the ~~period~~six ~~ended March 31, 2024. Therefore, the condensed consolidated statement of cash flows for the three~~ months ended ~~March~~June 3130, 2024 ~~has been restated from the amounts previously reported~~.

Further, the Company netted its borrowings against its repayments in the amount of $46,071 during the six months ended June 30, 2024. This error resulted in understatements of both borrowings and payments under the credit agreement, in the condensed consolidated statement of cashflows for the six months ended June 30, 2024.

Therefore, the accompanying condensed consolidated statement of cash flows for the six months ended June 30, 2024 has been restated from the amounts previously reported.

The table below summarizes the effects of the restatement by financial-statement line item affected:

	Three Months Ended March 31, 2024
	Six Months Ended June 30, 2024
	Previously Reported			Adjustments			As Restated
(Decrease) increase in accounts payable	$	(3,951	)	$	6,317			2,366
Increase in accounts payable	$	27,197		$	7,095			34,292
Net cash used in operating activities	$	(4256,~~424~~452	)	$	67,~~317~~095		$	(3649,~~107~~357	)
Borrowings under line of credit agreement	$	83,463		$	(6,317	)		77,146
Payments under line of credit agreement	$	(64,005	)	$	(46,071	)		(110,076	)
Net cash provided by financing activities	$	47,699		$	(6,317	)	$	41,382
Borrowings under line of credit agreement	$	136,359		$	38,976			175,335
Net cash provided by financing activities	$	70,285		$	(7,095	)	$	63,190

The Company evaluated the materiality of ~~this~~these ~~error~~errors and concluded that itthey ~~was~~were not material individually or in the aggregate to the prior period condensed consolidated financial statements.

2. Revenue Recognition —The Company recognizes revenue from the sale of its products, which include crop and non-crop products. The Company sells its products to customers, which include distributors, retailers, and growers. Substantially all revenue is recognized at a point in time. The Company has one reportable segment. Selective enterprise information of sales disaggregated by category and geographic region is as follows:

	Three Months EndedMarch 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net sales:
U.S. crop	$	5752,~~176~~674	$	6752,~~257~~289	$	110,201	$	119,542
U.S. non-crop		1519,~~601~~585		1719,~~768~~011		34,834		36,787
Total U.S.		72,~~777~~259		8571,~~025~~300		145,035		156,329
International		4357,~~023~~054		5056,~~118~~909		100,078		107,023
Total net sales:	$	~~115~~129,~~800~~313	$	~~135~~128,~~143~~209	$	245,113	$	263,352

The Company sometimes receives payments from its customers in advance of goods and services being provided in return for early cash incentive programs. These payments are included in customer prepayments on the condensed consolidated balance sheets. Revenue recognized for the three and six months ended ~~March~~June 3130, 2025, that was included in customer prepayments at the beginning of 2025, was $2117,~~715~~970 and $46,185, respectively. The Company expects to recognize all its remaining customer prepayments as revenue in fiscal 2025.

3. Accrued Program Costs — The Company offers various discounts to customers based on the volume purchased within a defined period, other pricing adjustments, some grower volume incentives or other key performance indicator driven payments made to distributors, retailers or growers, usually at the end of a growing season. The Company describes these payments as “Programs.” Programs are a critical part of doing business in both the U.S. crop and non-crop chemicals marketplaces. These discount Programs represent variable consideration. Revenues from sales are recorded at the net sales price, which is the transaction price, less an estimate of variable consideration. Variable consideration includes amounts expected to be paid to its customers using the expected value method. Each quarter management compares individual sale transactions with Programs to determine what, if any, Program liabilities have been incurred. Once this initial calculation is made for the specific quarter, sales and marketing management, along with executive and financial management, review the accumulated Program balance and, for volume driven payments, make assessments of whether or not customers are tracking in a manner that indicates that they will meet the requirements set out in agreed upon terms and conditions attached to each Program. Following this assessment, management adjusts the accumulated accrual to properly reflect the liability at the balance sheet date. Programs are paid out predominantly on an annual basis, usually in the final quarter of the financial year or the first quarter of the following year.

4. Stock-Based Compensation — Under the Company’s Stock Incentive Plan, as amended and restated on June 1, 2022 (“the 2022 Stock Incentive Plan”), all employees are eligible to receive non-assignable and non-transferable restricted stock (RSUs), options to purchase common stock, and other forms of equity. During the three months ended June 30, 2025 and 2024, the Company's stock-based compensation expense amounted to $422 and $747, respectively. During the six months ended June 30, 2025 and 2024, the Company's stock-based compensation expense amounted to $981and $2,752, respectively.

4. Stock-Based Compensation — Under the Company’s Equity Incentive Plan of 1993, as amended (“the Plan”), all employees are eligible to receive non-assignable and non-transferable restricted stock (RSUs), options to purchase common stock, and other forms of equity. During the three months ended March 31, 2025 and 2024, the Company's stock-based compensation expense amounted to $559 and $2,005, respectively.

RSUs

A summary of nonvested RSUs outstanding is presented below:

	Three Months EndedMarch 31, 2025
	Six Months EndedJune 30, 2025
	Numberof Shares			WeightedAverageGrantDate FairValue
Nonvested shares at January 1, 2025		682,853		$	13.77
Granted		20,000			5.50
Vested		(6164,~~878~~970	)		1523.5916
Forfeited		(1419,~~509~~630	)		22.3609
Nonvested shares at March 31, 2025		681,466		$	13.33
Nonvested shares at June 30, 2025		518,253		$	10.15

As of ~~March~~June 3130, 2025, the total unrecognized stock-based compensation expense related to RSUs outstanding was $2,~~537~~059 and is expected to be recognized over a weighted-average ~~service~~ period of 2.3 years.

Stock Options

~~Incentive Stock Option Plans -~~ A summary of the ~~inventive~~incentive stock option activity for the ~~three~~six ~~month~~months ended ~~March~~June 3130, 2025 is presented below:

	Options outstanding			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)	~~Weighted Average Remaining Contractual Life (Years)~~		Aggregate Intrinsic Value	~~Aggregate Intrinsic Value~~
Balance as of January 1, 2025		424,511		$	10.28		6.1	~~6.1~~	$	$—	—
Forfeited		(2730,~~414~~501	)	$	10.28		5.5	~~5.8~~	$	$—	—
Balance as of March 31, 2025		397,097		$	10.28			5.8		$	—
Balance as of June 30, 2025		394,010		$	10.28		5.5		$	—
Options vested and exercisable as of March 31, 2025		170,274		$	10.28			5.8		$	—
Options vested and exercisable as of June 30, 2025		170,033		$	10.28		5.5		$	—

As of ~~March~~June 3130, 2025, the total unrecognized stock-based compensation expense related to stock options outstanding was $~~826~~703 and is expected to be recognized over a weighted-average ~~service~~ period of 1.86 years.

5. Income Taxes — Income tax expense was $~~387~~765 for the three months ended ~~March~~June 3130, 2025, as compared to income tax benefit of $1,~~484~~553 for the three- months ended ~~March~~June 3130, 2024. Income tax expense was $1,152 for the six months ended June 30, 2025 as compared to an income tax benefit of $69 for the six months ended June 30, 2024. The effective income tax rate for the three ~~months~~and six-month periods ended ~~March~~June 3130, 2025 was computed based on the estimated effective tax rate for the full year. This calculation resulted in an effective income tax rate of (908.23%) ~~negative~~for 4the three months ended June 30, 2025, as compared to 11.87% for the three months ended ~~March~~June 3130, 2024. The effective income tax rate was -14.13% for the six months ended June 30, 2025, as compared to 480.97%. for the ~~three~~six months ended ~~March~~June 3130, 2024. The decrease in the effective income tax rate for the three and six months ended ~~March~~June 3130, 2025 compared to the same ~~period~~periods in the prior year is primarily attributed to losses incurred in the U.S. for the three and six months ended ~~March~~June 3130, 2025 which did not result in a benefit for income tax. The U.S. entities maintain a valuation allowance against their net deferred tax assets which was established during the fourth quarter ended December 31, 2024.

It is expected that $311 of unrecognized tax benefits will be released within the next twelve months due to expiration of the statute of limitations.

On July 4, 2025, new U.S. tax legislation was signed into law (known as the “One Big Beautiful Bill Act” or “OBBBA”) which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. The Company is currently evaluating the impact of the new legislation but does not expect it to have a material impact on the results of operations.

6. Earnings Per Share — The components of basic and diluted ~~earnings~~net (loss) income per share were as follows:

		Three Months EndedMarch 31,
	Three Months Ended June 30,							Six Months Ended June 30,
	2025	~~2025~~			2024	~~2024~~		2025			2024
Numerator:
Net (loss) income		$	(8,462	)		$	1,552
Net loss	$	(849	)		$	(11,721	)	$	(9,311	)	$	(10,169	)
Denominator:
Denominator: (in thousands)
Weighted average shares outstanding-basic			28,271				27,844
Weighted average shares outstanding-basic and diluted		28,345				28,024			28,308			27,934
Dilutive effect of stock options and grants			—				284
Weighted average shares outstanding-diluted			28,271				28,128

Due to a net ~~loss~~losses for the three~~-month~~ ~~period~~and six months ended ~~March~~June 3130, 2025 and 2024, stock options and other grants were excluded from the computation of diluted net loss per share~~, as they would be antidilutive~~. ~~For the three months ended March 31,2024, no stock options or restricted stock awards were excluded from the computation of diluted earnings per share.~~

7. Comprehensive Income (Loss) ~~Income~~ — ~~Comprehensive~~Total ~~loss~~comprehensive ~~was~~income ~~$6,637~~(loss) ~~and $12 for the three months ended March 31~~includes, ~~2025~~in ~~and 2024, respectively. In~~ addition to net income (loss) ~~income~~, ~~foreign~~changes ~~currency~~in ~~translation~~equity ~~adjustment,~~that ~~net~~are ofexcluded ~~tax,~~from isthe ~~included~~condensed inconsolidated ~~comprehensive~~statements ~~(loss)~~of ~~income.~~operations ~~The~~and ~~foreign~~are ~~currency~~recorded ~~translation~~directly ~~adjustment,~~into ~~net~~a ofseparate ~~tax,~~section ~~was~~of astockholders’ ~~gain~~equity ofon ~~$1,825~~the ~~and~~condensed aconsolidated ~~loss~~balance ofsheets. ~~$1,564~~For ~~for~~ the three- ~~months~~and six month periods ended ~~March~~June 3130, 2025 and 2024, ~~respectively.~~total ~~The~~comprehensive ~~adjustments~~income ~~were~~(loss) ~~driven~~consisted ~~by the fluctuation~~ of ~~the~~net ~~local~~income ~~currencies~~(loss) ~~of the Company's international operations in Mexico, Brazil,~~ and ~~Australia,~~foreign ~~against~~currency ~~the~~translation ~~US currency~~adjustments.

8. Inventories — Inventory is stated at the lower of cost or net realizable value. Cost is determined by the average cost method, and includes material, labor, factory overhead and subcontracting services.

	March 31,2025		December 31,2024
	June 30, 2025		December 31, 2024
Finished products	$	~~159~~166,~~642~~409	$	154,628
Raw materials		2425,~~954~~088		24,664
Inventories	$	184,596	$	179,292
Total inventories	$	191,497	$	179,292

Finished products consist of products that are sold to customers in their current form as well as intermediate products that require further formulation to be saleable to customers.

9. Property, Plant and Equipment — Property, plant and equipment at ~~March~~June 3130, 2025 and December 31, 2024 consists of the following:

	March 31,2025			December 31,2024
	June 30, 2025			December 31, 2024
Land	$	2,~~755~~759		$	2,755
Buildings and improvements		20,~~483~~603			21,124
Machinery and equipment		~~147~~148,~~769~~776			146,662
Office furniture, fixtures and equipment		5,~~075~~080			5,201
Automotive equipment		1,~~018~~002			1,039
Construction in progress		1,~~459~~182			2,299
Total		178,559			179,080
Total gross value		179,402			179,080
Less accumulated depreciation		(~~121~~123,~~543~~298	)		(120,911	)
Property, plant and equipment, net	$	57,016		$	58,169
Total net value	$	56,104		$	58,169

The Company recognized depreciation expense related to property and equipment of $1,~~678~~660 and $2,~~170~~195 for the three-month periods ended June 30, 2025 and 2024, respectively, and $3,338 and $4,365 for the six months ended ~~March~~June 3130, 2025 and 2024, respectively.

Substantially all of the Company’s assets are pledged as collateral ~~with~~to its ~~lender~~ banks.

10. Leases — The Company has operating leases for warehouses, manufacturing facilities, offices, cars, railcars and certain equipment. The lease term includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not terminate) that the Company is reasonably certain to exercise. The Company has leases with a lease term ranging from one year to approximately 20 years.

~~extend~~The ~~(or~~operating ~~not~~lease ~~terminate)~~expense ~~that~~for the ~~Company~~three ismonths ~~reasonably~~ended ~~certain~~June to30, ~~exercise.~~2025 ~~The~~and ~~Company~~2024, ~~has~~was ~~leases~~$1,873 ~~with~~and a$1,955, respectively, and $3,689 and $3,891 for the six months ended June 30, 2025 and 2024, respectively. Lease expenses related to variable lease payments and short-term ~~ranging~~leases ~~from~~were ~~one~~immaterial. ~~year~~Other information related to ~~approximately~~operating 20leases ~~years.~~follows:

The operating lease expense for the three months ended March 31, 2025 and 2024 was $1,816 and $1,936, respectively. Lease expenses related to variable lease payments and short-term leases were immaterial. Other information related to operating leases follows:


	Three Months Ended June 30,		Three Months Ended June 30,		Six Months Ended June 30,		Six Months Ended June 30,
	2025		2024		2025		2024
Cash paid for amounts included in the measurement of lease liabilities	$	1,862	$	1,920	$	3,788	$	3,952
ROU assets obtained in exchange for new liabilities	$	1,607	$	1,288	$	2,009	$	3,669

	Three monthsendedMarch 31, 2025		Three monthsendedMarch 31, 2024
Cash paid for amounts included in the measurement of lease liabilities	$	1,926	$	2,032
Right-of-use assets obtained in exchange for new liabilities	$	400	$	2,382

The weighted-average remaining lease term and discount rate related to the operating leases as of June 30, 2025 were as follows:

The weighted-average remaining lease term and discount rate related to the operating leases as of March 31, 2025 were as follows:


Weighted-average remaining lease term (in years)	4.19
Weighted-average discount rate	5.03	%

Weighted-average remaining lease term (in years)			4.34
Weighted-average discount rate			4.89	%

Future minimum lease payments under non-cancellable operating leases as of June 30, 2025 were as follows:

Future minimum lease payments under non-cancellable operating leases as of March 31, 2025 were as follows:


2025 (excluding six months ended June 30, 2025)	$	3,643
2026		5,774
2027		4,030
2028		2,731
2029		1,992
Thereafter		2,897
Total lease payments		21,067
Less: imputed interest		(2,037	)
Total	$	19,030

2025 (excluding three months ended March 31, 2025)	$	5,061
2026		5,272
2027		3,687
2028		2,437
2029		1,813
Thereafter		2,873
Total lease payments	$	21,143
Less: imputed interest		(2,083	)
Total	$	19,060
Amounts recognized in the condensed consolidated balance sheet:
Operating lease liabilities, current	$	5,986
Operating lease liabilities, long term	$	13,074

Amounts recognized in the condensed consolidated balance sheets at June 30, 2025:

11. Goodwill and Intangibles:


Operating lease liabilities, current	$	6,302
Operating lease liabilities, long-term	$	12,728

11. Goodwill and Intangibles — The following schedule represents the gross carrying amount and accumulated amortization of intangible assets as of ~~March~~June 3130, 2025 and December 31, 2024. Product rights and trademarks are amortized over the lesser of the useful life ranging from 10 to 25 years, or the patent life. Customer lists are amortized over their expected useful lives of nine to ten years. The amortization expense is included in operating expenses on the consolidated statements of operations.

	2025						2024
	Gross		AccumulatedAmortization		Net BookValue		Gross		AccumulatedAmortization		Net BookValue
Product rights and patents	$	261,~~017~~383	$	~~140~~143,~~522~~000	$	~~120~~118,~~495~~383	$	260,928	$	138,090	$	122,838
Trademarks		3839,~~579~~776		1415,~~786~~185		2324,~~793~~591		38,475		14,375		24,100
Customer lists		12,~~144~~352		89,~~764~~158		3,~~380~~194		11,874		8,315		3,559
Total intangibles assets	$	~~311~~313,~~740~~511	$	~~164~~167,~~072~~343	$	~~147~~146,~~668~~168	$	311,277	$	160,780	$	150,497
Domestic intangible assets		~~172~~173,~~805~~453		~~103~~105,~~918~~173		68,~~887~~280		172,755		102,347		70,408
International intangible assets		~~138~~140,~~935~~058		6062,~~154~~170		7877,~~781~~888		138,522		58,433		80,089
Total intangibles assets - domestic and international	$	~~311~~313,~~740~~511	$	~~164~~167,~~072~~343	$	~~147~~146,~~668~~168	$	311,277	$	160,780	$	150,497

The following schedule represents intangible assets activity for the three months ended March 31, 2025:

	Amount
Intangible assets at January 1, 2025	$	150,497
Additions during Q1 2025		27
Impact of movement in exchange rates		210
Amortization expense		(3,066	)
Intangible assets at March 31, 2025	$	147,668
Goodwill at January 1, 2025	$	19,701
Impact of movement in exchange rates		590
Goodwill at March 31, 2025	$	20,291

The following schedule represents future amortization charges related to intangible assets:

Year ending December 31,	Amount
2025	$	96,~~105~~131
2026		12,~~125~~240
2027		12,~~067~~199
2028		11,~~057~~236
2029		10,~~759~~884
Thereafter		9293,~~555~~478
	$	~~147~~146,~~668~~168

~~During~~Amortization expense was $3,049 and $3,284 during the three months ended ~~March~~June 3130, 2025, and 2024, ~~amortization~~respectively, ~~expense~~and ~~was~~ $36,~~066~~115 and $36,~~274~~559 during the six months ended June 30, 2025 and 2024, respectively.

~~12. Debt —~~ The ~~Company~~following ~~has~~schedule arepresents ~~revolving~~goodwill ~~line~~activity offor ~~credit that is shown as long-term debt in~~ the ~~condensed~~six ~~consolidated~~months ~~balance~~ended ~~sheets~~June ~~at March 31~~30, 2025 ~~and December 31, 2024. The Company has no short-term debt as of March 31, 2025 and December 31, 2024. The debt is summarized in the following table~~:

Long-term indebtedness ($000's)	March 31, 2025			December 31, 2024
	Amount
Revolving line of credit	$	167,498		$	147,332
Goodwill at January 1, 2025	$	19,701
Deferred loan fees		(1,985	)		(1,532	)
Impact of movement in exchange rates		590
Total indebtedness, net of deferred loan fees	$	165,513		$	145,800
Goodwill at March 31, 2025		20,291
Impact of movement in exchange rates		514
Goodwill at June 30, 2025	$	20,805

12. Debt — The ~~short-term~~Company ~~portion~~has ofa ~~deferred~~revolving ~~loan~~line ~~fees~~of credit that is ~~included~~shown inas ~~prepaid~~long-term ~~expenses~~debt onin the condensed consolidated balance sheets ~~and~~at ~~amounted~~June ~~to $1~~30,~~245~~ ~~and $776 as of March 31,~~ 2025 and December 31, 2024~~, respectively~~. The ~~long-term~~Company ~~portion~~has ofno ~~deferred~~short-term ~~loan~~debt ~~fees is included in other assets on the condensed consolidated balance sheets and amounted to $740 and $756~~ as of ~~March~~June 3130, 2025 and December 31, 2024~~, respectively~~. The debt is summarized in the following table:

The Company and certain of its affiliates are parties to a senior credit facility agreement entitled the “Third Amended and Restated Loan and Security Agreement” dated as of August 5, 2021 (the “Credit Agreement”), which is a senior secured lending facility among AMVAC, the Company’s principal operating subsidiary, as Agent (including the Company and AMVAC BV), as "Borrowers", on the one hand, and a group of commercial lenders led by BMO Bank, N.A. (formerly Bank of the West) as administrative agent, documentation agent, syndication agent, collateral agent and sole lead arranger, on the other hand. The Credit Agreement consists of a line of credit of up to $275,000, an accordion feature of up to $150,000, a letter of credit and swingline sub-facility (each having limits of $25,000) and has a maturity date of August 5, 2026. The Credit Agreement amended and restated the previous credit facility, which had a maturity date of June 30, 2022. With respect to key financial covenants, the Credit Agreement contains two: namely, borrowers are required to maintain a Total Leverage (“TL”) Ratio of no more than 3.5-to-1, during the first three years, stepping down to 3.25-to-1 as of December 31, 2024, and a Fixed Charge Coverage Ratio ("FCCR") of at least 1.25-to-1. In addition, to the extent that it completes acquisitions totaling $15,000 or more in any 90-day period, AMVAC may step-up the TL Ratio by 0.5-to-1, not to exceed 4.00-to-1, for the next three full consecutive quarters. Acquisitions below $50,000 did not require Agent consent.


Long-term indebtedness ($000's)	June 30, 2025			December 31, 2024
Revolving line of credit	$	189,500		$	147,332
Deferred loan fees		(1,844	)		(1,532	)
Total indebtedness, net of deferred loan fees	$	187,656		$	145,800

The ~~Company’s~~short-term ~~borrowing~~portion ~~capacity~~of ~~varies~~deferred ~~with~~loan ~~its~~fees ~~financial~~is ~~performance,~~included ~~measured~~ in ~~terms~~prepaid ofexpenses ~~Consolidated~~on ~~EBITDA~~the ascondensed ~~defined~~consolidated inbalance ~~the~~sheets ~~Credit~~and ~~Agreement~~amounted to $1,393 ~~for~~and ~~the~~$776 ~~trailing~~as ~~twelve-month~~of ~~period.~~June ~~Under~~30, ~~the~~2025 ~~Credit~~and ~~Agreement~~December 31, ~~revolving~~2024, ~~loans~~respectively. ~~bear~~The ~~interest~~long-term atportion aof ~~variable~~deferred ~~rate~~loan ~~based,~~fees atis ~~borrower’s~~included ~~election~~in ~~with~~other ~~proper~~assets ~~notice,~~ on ~~either~~the ~~(i)~~condensed ~~LIBOR~~consolidated ~~plus~~balance ~~the~~sheets ~~“Applicable~~and ~~Margin”~~amounted ~~which~~to is$451 ~~based~~and ~~upon~~$756 as of June 30, 2025 and December 31, 2024, respectively.

In its original form, the Credit Agreement featured two financial covenants: a Maximum Total Leverage Ratio, under which the Company’s borrowing capacity varies with its financial performance, measured in terms of Consolidated EBITDA as defined in the Credit Agreement, for the trailing twelve-month period; and a Fixed Charge Coverage Ratio. Under the Credit Agreement, revolving loans bear interest at a variable rate based, at borrower’s election with proper notice, on either (i) SOFR plus 0.1% per annum and the “Applicable Margin” or (ii) the greater of (x) the Prime Rate, (y) the Federal Funds Rate plus 0.5%, and (z) the Daily One-Month SOFR Rate plus 1.10%, plus, in the case of (x), (y) or (z), the Applicable Margin (“Adjusted Base Rate Revolver Loan”). Interest payments for SOFR Revolver Loans are payable on the last day of each interest period (either one-, three- or six- months, as selected by the Company) and the maturity date, while interest payments for Adjusted Base Rate Revolver Loans are payable on the last business day of each month and the maturity date.

~~the~~The ~~Total~~current ~~Leverage~~version ~~(“TL”)~~of ~~Ratio~~the ~~(“LIBOR~~Credit ~~Revolver~~Agreement ~~Loan”)~~was oragreed ~~(ii)~~upon ~~the~~on ~~greater~~May of27, ~~(x)~~2025, ~~the~~through ~~Prime~~Amendment ~~Rate~~Number Eleven, ~~(y)~~under which events of default arising from the ~~Federal~~failure ~~Funds~~of ~~Rate~~Borrowers ~~plus~~to ~~0.5%,~~be ~~and~~in ~~(z)~~compliance with both the ~~Daily~~Total ~~One-Month~~Leverage ~~LIBOR~~Ratio ~~Rate~~and ~~plus~~the ~~1.00%,~~Fixed ~~plus,~~Charge inCoverage ~~the~~Ratio ~~case~~as of ~~(x)~~March 31, ~~(y)~~2025, orwere ~~(z)~~waived. ~~the~~In ~~Applicable~~addition, ~~Margin~~the ~~(“Adjusted~~Total ~~Base~~Revolver ~~Rate~~Commitment ~~Revolver~~was ~~Loan”).~~reduced ~~The~~from ~~Company~~$275,000 ~~and~~to the ~~Lenders~~following: ~~entered~~$245,000, ~~into~~effective anfrom ~~amendment~~the toClosing ~~the~~Date ~~Credit~~through ~~Agreement~~November 29, 2025; $225,000 effective ~~March~~from 9November 30, ~~2023~~2025, ~~whereby~~through ~~LIBOR~~December ~~was~~30, ~~replaced~~2025; byand ~~SOFR~~$200,000 ~~with~~from aDecember ~~credit~~31, ~~spread~~2025, ~~adjustment~~through the expiration of 10the agreement.0 ~~bps~~In ~~for~~addition, ~~all~~the ~~SOFR~~due ~~periods.~~date ~~The~~for ~~revolving~~audited ~~loans~~fiscal ~~now~~year-end ~~bear~~financial ~~interest~~statements atwas aextended ~~variable~~to ~~rate~~one ~~based~~hundred atfifty-seven ~~our~~(157) ~~election~~days ~~with~~(after ~~proper~~the ~~notice,~~end onof ~~either~~the (ifiscal year) ~~SOFR~~for ~~plus~~2025 ~~0.1%~~only, ~~per annum~~ and the ~~“Applicable~~due ~~Margin”~~date orfor ~~(ii)~~first ~~the~~quarter ~~greater~~financial ofstatements ~~(x)~~was ~~the~~extended ~~Prime~~to ~~Rate,~~sixty-seven (y67) ~~the~~days ~~Federal~~after ~~Funds~~March ~~Rate~~31, ~~plus 0~~2025.~~5%,~~ ~~and~~In ~~(z)~~addition, the ~~Daily~~Maximum ~~One-Month~~Total ~~SOFR~~Leverage ~~Rate~~Ratio ~~plus~~covenant ~~1.10%,~~was ~~plus,~~suspended infor the ~~case~~quarters ofending ~~(x)~~on June 30, ~~(y)~~2025, orSeptember ~~(z)~~30, ~~the~~2025, ~~Applicable~~and ~~Margin~~December ~~(“Adjusted~~31, ~~Base~~2025, ~~Rate~~and ~~Revolver~~set ~~Loan”)~~at 4.00 ~~Interest~~to ~~payments~~1.00 for ~~SOFR~~the ~~Revolver~~quarter ~~Loans~~ending ~~are~~March ~~payable~~31, on2026, and thereafter. Further, the ~~last~~Fixed ~~day~~Charge ofCoverage ~~each~~Ratio ~~interest~~covenant ~~period~~was ~~(either~~suspended ~~one-,~~for ~~three-~~the orquarter ~~six-~~ending ~~months~~June 30, as2025, ~~selected~~then byset ~~the~~at ~~Company)~~1.00 ~~and~~to ~~the~~1.00 ~~maturity~~for ~~date,~~the ~~while~~quarter ~~interest~~ending ~~payments~~September ~~for~~30, ~~Adjusted~~2025, ~~Base~~then ~~Rate~~set ~~Revolver~~at ~~Loans~~1.25 ~~are~~to ~~payable~~1.00 onfor the ~~last~~quarter ~~business~~ending ~~day~~December of31, ~~each~~2025, ~~month~~ and ~~the maturity date~~thereafter.

OnIn ~~March 12~~addition, ~~2025,~~ under the ~~Company~~terms ~~entered~~of ~~into~~the Eleventh Amendment, ~~Number~~two ~~Eight~~new tocovenants ~~the~~were ~~Third~~added. ~~Amended~~First, ~~Loan~~commencing ~~and~~June ~~Security~~30, ~~Agreement~~2025, ~~that~~Borrowers ~~provided~~must ~~relief~~maintain inLiquidity ~~respect~~(unused ofRevolver ~~both~~Commitment ~~financial~~plus ~~covenants,~~100% ~~under~~cash ~~which~~held ~~the~~at ~~Maximum~~Agent ~~Total~~and ~~Leverage~~50% ~~Ratio~~cash ~~was~~held ~~modified~~at tobank ~~6.25~~accounts ~~for~~outside the ~~period~~U.S.) ~~ending~~measured ~~March~~on ~~31,~~a ~~2025;~~monthly ~~6.25~~basis of not less than: $30,000 for the ~~period~~month ending June 30, 2025; ~~5.75~~$35,000 for the ~~period~~month ending ~~September~~July 3031, 2025; ~~and~~$4,042 ~~returning to 3.25~~ for the ~~periods~~month ending ~~December~~August 31, 2025; ~~and~~$25,000 ~~thereafter.~~for ~~The~~the ~~Minimum~~month ~~Fixed~~ending ~~Charge~~September ~~Coverage~~30, ~~Ratio~~2025; is$3,000 ~~changed~~for tothe month ~~1.15~~ending October 31, 2025; $9,292 for the ~~period~~month ending ~~March~~November 31, 2025,; and ~~returning~~$20,000 ~~to 1.25~~ for the ~~period~~month ending ~~June~~December 3031, 2025, ~~and~~it ~~thereafter.~~being Inunderstood ~~addition,~~that ~~the~~liquidity ~~Applicable~~will ~~Margins~~include ~~for~~ the ~~Revolver~~sum ~~Loans~~of ~~are~~Borrowers’ ~~changed~~cash, toplus ~~3.75~~50% ~~for~~of cash ~~SOFR~~held ~~and~~in 2accounts outside of the U.~~75%~~S. asplus the ~~Adjusted~~amount ~~Base~~by ~~Rate;~~which the ~~Unused~~revolver ~~Line~~commitments ~~Fee~~exceed ~~Rate~~the isrevolver ~~0.35%~~balance ~~and~~(net ~~the~~of ~~Letter~~letters of ~~Credit~~credit). ~~Fee~~Second, isBorrowers ~~3.75%.~~must ~~Further~~attain minimum, year-to-date Consolidated EBITDA (reflecting the ~~Availability~~exclusion ~~Block~~of ~~was~~non-recurring ~~added~~non-cash tocharges ~~limit~~and ~~availability~~certain ~~beneath~~other ~~the~~charges ~~maximum~~as ~~borrowing~~per ~~capacity~~the ~~(of~~Eighth ~~$275,000~~Amendment) byas measured quarterly in the following amounts: $504,~~000~~500 ~~through~~as of June 30, 2025; $9,500 ~~then~~as byof September 30, 2025; and $4035,000 ~~through~~as of December 31, 2025. With these changes, ~~and~~with ~~then~~respect byto ~~$75~~Revolver Loans,~~000~~ ~~through~~ the ~~expiration~~Applicable ofMargins ~~the~~for ~~facility~~SOFR are set at 3.75% ~~Finally,~~from the ~~definition~~Closing ofthrough ~~Consolidated~~September ~~EBITDA~~30, ~~was~~2025, ~~changed~~and tothen ~~exclude~~rises ~~non-recurring~~to ~~non-cash~~4.75% ~~charges~~ as ~~well~~of asOctober ~~cash~~1, ~~charges~~2025, ~~that~~and dothereafter, ~~not~~while ~~exceed~~the ~~various~~Adjusted ~~sums~~Base inRate ~~various~~increases ~~categories~~to ~~over~~2.75% ~~the~~and ~~balance~~3.75% ofduring ~~the~~those ~~term.~~respective periods.

OnThe ~~May~~interest 7rate on June 30, 2025, ~~the~~was ~~Company~~8.18%. ~~entered~~Interest ~~into~~expense ~~Amendment~~was ~~Number~~$4,445 ~~Ten~~and to$4,114 for the ~~Loan~~three ~~Agreement~~months ~~which~~ended ~~changed~~June ~~the~~30, ~~Availability~~2025 ~~Block~~and ~~from~~2024, ~~$50~~respectively,~~000~~ toand $608,~~000~~229 ~~commencing~~and ~~on May~~ $7,861 ~~2025,~~for ~~and~~the ~~continuing~~six ~~until~~months ~~the~~ended ~~termination~~June of30, ~~the~~2025 ~~Loan~~and ~~Agreement~~2024 respectively.

OnAs ~~May~~of 27June 30, 2025, the Company ~~and~~is ~~the~~deemed ~~lenders entered into Amendment Number Eleven~~ to ~~the Third Amended Loan and Security Agreement, under which events of default arising from the failure of Borrowers to~~ be in compliance with ~~both~~its ~~the~~financial ~~Total Leverage Ratio and the Fixed Charge Coverage Ratio as of March 31, 2025, were waived~~covenants. ~~In addition~~Furthermore, ~~the~~according ~~Total Revolver Commitment was reduced from $275,000~~ to the ~~following:~~terms ~~$245,000,~~of ~~effective from~~ the ~~Closing~~Credit ~~Date through November 29~~Agreement, ~~2025;~~as ~~$225~~amended,~~000~~ ~~effective from November 30, 2025, through December 30, 2025;~~ and ~~$200,000~~based ~~from~~on ~~December 31, 2025, through~~ the ~~expiration~~Total ofRevolver ~~the~~Commitment ~~agreement.~~and ~~In addition,~~ the ~~due~~Liquidity ~~date~~requirement ~~for~~as ~~audited fiscal year-end financial statements was extended to one hundred fifty-seven (157) days (after the end~~ of ~~the~~June ~~fiscal year) for 2025 only~~30, ~~and the due date for first quarter financial statements was extended to sixty-seven (67) days after March 31,~~ 2025. Inlisted ~~addition~~above, the ~~Maximum~~Company ~~Total~~had ~~Leverage Ratio covenant was suspended for~~ the ~~quarters~~capacity ~~ending~~to onincrease ~~June~~its ~~30,~~borrowings ~~2025,~~by ~~September~~up ~~30, 2025, and December 31, 2025, and set at 4.00~~ to ~~1.00 for the quarter ending March~~ $31,836 ~~2026,~~as ~~and~~of ~~thereafter. Further, the Fixed Charge Coverage Ratio covenant was suspended for the quarter ending~~ June 30, 2025~~, then set at 1~~.~~00 to 1.00 for the quarter ending September 30, 2025, then set at 1.25 to 1.00 for the quarter ending December 31, 2025, and thereafter.~~

InThe ~~addition,~~Company ~~under~~is ~~the~~in ~~terms~~discussions ofwith ~~the~~its ~~Eleventh~~lenders ~~Amendment,~~to ~~two~~extend ~~new~~its ~~covenants~~Credit ~~were added~~Agreement. ~~First,~~There ~~commencing~~is ~~June~~no ~~30,~~guarantee ~~2025,~~that ~~Borrowers must maintain Liquidity measured on a monthly basis of not less than: $30,000 for~~ the ~~month~~Company ending June 30, 2025; $35,000 for the month ending July 31, 2025; $4,042 for the month ending August 31, 2025; $25,000 for the month ending September 30, 2025; $3,000 for the month ending October 31, 2025; $9,292 for the month ending November 31, 2025; and $20,000 for the month ending December 31, 2025, it being understood that liquidity will ~~include~~be ~~the~~able sum of Borrowers’ cash, plus 50% of cash held in accounts outside of the U.S. plus the amount by which the revolver commitments exceed the revolver balance (net of letters of credit). Second, Borrowers must attain minimum, year-to~~-date~~ ~~Consolidated~~extend ~~EBITDA~~its ~~(reflecting~~Credit ~~the~~Agreement ~~exclusion~~or ofrefinance ~~non-recurring non-cash charges and certain other charges as per the Eighth Amendment) as measured quarterly in the following~~ amounts: ~~$4,500~~outstanding asunder ofits ~~June~~credit ~~30,~~facility ~~2025;~~by ~~$9,500 as of September 30, 2025; and $35,000 as of December 31, 2025. With these changes, with respect to Revolver Loans,~~ the ~~Applicable~~time ~~Margins for SOFR are set at 3.75% from~~ the ~~Closing~~Credit ~~through~~Agreement ~~September~~matures ~~30,~~on ~~2025,~~August ~~and then rises to 4.75% as of October 1~~5, ~~2025, and thereafter, while the Adjusted Base Rate increases to 2~~2026.~~75% and 3.75% during those respective periods.~~

13. Legal Proceedings — The ~~interest~~Company ~~rate~~records a liability on ~~March~~its ~~31,~~condensed ~~2025~~consolidated financial statements for loss contingencies when a loss is known or considered probable, ~~was~~and 9the amount can be reasonably estimated.~~62%.~~ ~~Interest~~When ~~expense~~determining ~~was~~the $3estimated loss or range of loss,~~784~~ significant judgment is required to estimate the amount and ~~$3,747~~timing ~~for~~of a loss to be recorded. The Company recognizes legal expenses in connection with loss contingencies as incurred. Since the ~~three~~filing ~~months~~of the Company's Form 10-K for the period ended ~~March~~December 31, ~~2025 and~~ 2024, ~~respectively~~there is one legal matter to report in connection with this item.

AsCustomer ofClaims ~~March~~re: ~~31,~~Ornamental ~~2025,~~Insecticide. The byCompany ~~virtue~~has ofdetermined ~~Amendment~~that ~~Number~~a ~~Eleven~~loss tois probable arising from customer complaints received in the ~~Third~~second ~~Amended~~quarter ~~Loan~~alleging ~~and~~injury ~~Security~~to ~~Agreement,~~ornamental plants from the ~~Company~~application isof ~~deemed~~up to befour inlots ~~compliance~~(having ~~with~~a ~~its~~value ~~financial~~of ~~covenants~~about $350K) of granular insecticide sold by Company subsidiary OHP Inc. ~~Furthermore,~~for ~~according~~use toon potted plants and hanging baskets. As acknowledged by the ~~terms~~third-party offormulator, the ~~Credit~~lots ~~Agreement~~in question, asor ~~amended~~a subset thereof, were out of specification and ~~based~~contained ontrace amounts of herbicide residues from a contaminated production line at that formulator’s facility. After having issued a stop sale and stop use notice for the ~~Total~~subject ~~Revolver~~lots ~~Commitment~~to the distribution channel, the Company has begun aggregating and validating customer claims and recalling unused product. Both the ~~Liquidity~~Company ~~requirement~~and the third-party formulator have notified their insurance carriers of the claim. Insofar as the claims validation process is in its incipiency, it is not yet possible to estimate a range of ~~June~~loss. 30Nevertheless, ~~2025~~it ~~listed~~is ~~above~~possible that such claims, if not otherwise offset, could be material to the Company’s ~~had~~financial performance. While the ~~capacity~~third-party toformulator ~~increase~~has ~~its~~acknowledged ~~borrowings~~responsibility byand upthere is insurance coverage that may respond to ~~$53~~these claims,~~717~~ asany potential recovery of ~~March~~amounts 31from the formulator or insurance carriers will be recognized only when realization is assured. At this time, ~~2025~~the amount and timing of any such recovery cannot be reasonably estimated.

1314. ~~Legal~~Cash ~~Proceedings~~Dividends ~~— The Company records a liability~~ on ~~its~~Common ~~condensed~~Stock ~~consolidated~~—The ~~financial~~Company ~~statements~~did ~~for~~not ~~loss~~declare ~~contingencies~~dividends ~~when~~during ~~a loss is known or considered probable, and~~ the ~~amount~~six-month ~~can~~period beended ~~reasonably~~June ~~estimated. When determining the estimated loss or range of loss~~30, ~~significant judgment is required to estimate the amount and timing of a loss to be recorded~~2025. The Company ~~recognizes~~had ~~legal~~declared ~~expenses~~and inpaid ~~connection~~the ~~with~~following ~~loss~~cash ~~contingencies~~dividends ~~as incurred. There have been no material changes~~ in ~~previously reported litigation matters since~~ the ~~filing~~prior ofperiods ~~the~~as ~~Company's Form 10-K for the period ended December 31, 2024.~~follows:

14. Cash Dividends — There has been no dividend declared or paid during the period ended March 31, 2025. The Company declared and paid dividends in the prior period as follows.


Declaration Date	Record Date	Distribution Date	Dividend Per Share		Total Paid
June 10, 2024	June 26, 2024	July 10, 2024	$	0.030	$	840
March 11, 2024	March 27, 2024	April 10, 2024	$	0.030	$	836
December 15, 2023	December 29, 2023	January 12, 2024	$	0.030	$	834

Declaration Date	Record Date	Distribution Date	Dividend Per Share		Total Paid
March 11, 2024	March 27, 2024	April 10, 2024	$	0.030	$	836
December 15, 2023	December 29, 2023	January 12, 2024	$	0.030	$	834

Pursuant to the Amended Loan and Security Agreement, the Company is currently prevented from paying cash dividends to shareholders. The Company has not declared or paid any dividends during the six months ended June 30, 2025.

15. Accumulated Other Comprehensive Loss — The following table lists the beginning balance, quarterly activity and ending balance of ~~foreign~~accumulated ~~currency~~other ~~translation~~comprehensive ~~adjustment~~loss, ~~included~~which asconsists ~~a component~~ of ~~accumulated~~foreign ~~other~~currency ~~comprehensive~~translation ~~loss~~adjustments:

	Total
Balance, January 1, 2025	$	(18,729	)
Foreign currency translation adjustment, net of tax effects of ($4)		1,825
Balance, March 31, 2025	$	(16,904	)
Foreign currency translation adjustment, net of tax effects of ($30)		4,025
Balance, June 30, 2025	$	(12,879	)
Balance, January 1, 2024	$	(5,963	)
Foreign currency translation adjustment, net of tax effects of ($205)		(1,564	)
Balance, March 31, 2024	$	(7,527	)
Foreign currency translation adjustment, net of tax effects of ($79)		(5,729	)
Balance, June 30, 2024	$	(13,256	)

16. Fair Value of Financial Instruments — The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This accounting standard established a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required:

•

Level 1 – Quoted prices in active markets for identical assets or liabilities.

•

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

The carrying amount of the Company’s financial instruments, which principally include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximates fair value because of the relatively short maturity of such instruments. The carrying amount of the Company’s borrowings, which are considered Level 2 liabilities, approximates fair value as they bear interest at a variable rate at current market rates.

17. Supplemental Cash Flow Information:

	For the three monthsended March 31
	For the Six Months Ended June 30,
Cash paid during the period:	2025		2024
	2025		2024
Interest	$	3,450	$	3,594
Supplemental cash flow information:
Income taxes, net	$	803	$	1,350
Cash paid during the period for:
Interest	$	7,678	$	7,736
Income taxes, net of refunds	$	2,423	$	7,315
Non-cash transactions:
Cash dividends declared and included in accrued expenses	$	—	$	~~836~~840

18. Segment ~~Information:~~Reporting — The Company operates as a single operating segment, which is the business of developing, manufacturing and distributing chemical, biological and biorational products for agricultural, commercial and consumer uses. The Company synthesizes and formulates chemicals and ferments and extracts microbial products for crops, turf, ornamental plants, and human and animal health protection.

The Company’s ~~operates~~Chief asOperating aDecision ~~single~~Maker ~~operating~~("CODM") ~~segment, which~~ is the ~~business~~Chief ofExecutive ~~developing~~Officer, ~~manufacturing~~who ~~and~~manages ~~distributing~~the ~~chemical,~~Company’s ~~biological~~operations ~~and~~based ~~biorational~~on ~~products~~consolidated financial information for ~~agricultural,~~purposes ~~commercial~~of evaluating financial performance and ~~consumer~~allocating ~~uses~~resources. The ~~Company~~financial ~~synthesizes~~information ~~and~~reviewed ~~formulates~~by ~~chemicals~~the CODM includes revenue by product line and ~~ferments~~region, and ~~extracts~~key ~~microbial~~expense ~~products~~categories that are regularly provided for ~~crops,~~the ~~turf,~~consolidated ~~ornamental~~company. ~~plants~~The accounting policies of the Company’s single operating segment are the same as those described in the summary of significant accounting policies. Although there are other measures of operating performance used by the CODM, ~~and~~the ~~human~~Company concluded that consolidated operating income (loss) is the measure required to be disclosed as the segment measure of profit or loss. Operating income (loss) is utilized to evaluate budget versus actual results in order to gain more depth and ~~animal~~understanding ~~health~~of ~~protection~~the factors driving the business. When evaluating the Company’s financial performance, the following table sets forth significant expense categories regularly provided to the CODM.

The Company’s Chief Operating Decision Maker ("CODM") is the Chief Executive Officer, who manages the Company’s operations based on consolidated financial information for purposes of evaluating financial performance and allocating resources. The financial information reviewed by the CODM includes revenue by product line and region, and key expense categories that are regularly provided for the consolidated company.


	For the three months ended June 30						For the six months ended June 30
	2025			2024			2025			2024
Net sales	$	129,313		$	128,209		$	245,113		$	263,352
Cost of sales
Material and other costs		(79,243	)		(80,763	)		(155,267	)		(164,084	)
Warehousing, handling, and outbound freight		(9,523	)		(9,683	)		(19,108	)		(19,087	)
Total cost of sales		(88,766	)		(90,446	)		(174,375	)		(183,171	)
Gross profit		40,547			37,763			70,738			80,181
Operating expenses
Selling, general and administrative		(28,757	)		(31,051	)		(55,385	)		(60,520	)
Research, product development and regulatory		(5,803	)		(8,599	)		(11,485	)		(14,305	)
Transformation		(1,621	)		(7,345	)		(3,812	)		(8,497	)
Operating income (loss)		4,366			(9,232	)		56			(3,141	)
Change in fair value of an equity investment		—			(125	)		—			513
Interest expense, net		(4,450	)		(3,917	)		(8,215	)		(7,610	)
Loss before provision for income taxes		(84	)		(13,274	)		(8,159	)		(10,238	)
Income tax (expense) benefit		(765	)		1,553			(1,152	)		69
Net loss	$	(849	)	$	(11,721	)	$	(9,311	)	$	(10,169	)

~~The~~Asset ~~accounting~~categories ~~policies~~provided ofto the ~~Company’s~~CODM ~~single operating segment~~ are ~~the~~consistent ~~same~~with as those ~~described~~reported inon the ~~summary of significant accounting policies. Although there are other measures of operating performance used by the CODM, the Company concluded that~~ consolidated ~~operating~~balance ~~(loss) income is the measure required to be disclosed as the segment measure of profit or loss~~sheets. Operating (loss) income is utilized to evaluate to monitor budget versus actual results in order to gain more depth and understanding of the factors driving the business. When evaluating the Company’s financial performance, the following table sets forth significant expense categories regularly provided to the CODM:

	For the three monthsended March 31
	2025			2024
Net sales	$	115,800		$	135,143
Cost of sales
Material and other costs		(76,024	)		(83,321	)
Warehousing, handling, and outbound freight		(9,585	)		(9,404	)
Total cost of sales		(85,609	)		(92,725	)
Gross profit		30,191			42,418
Operating expenses
Selling, general and administrative		(26,628	)		(29,469	)
Research, product development and regulatory		(5,682	)		(5,706	)
Transformation		(2,191	)		(1,152	)
Operating (loss) income		(4,310	)		6,091
Change in fair value of an equity investment		—			638
Interest expense, net		(3,765	)		(3,693	)
(Loss) income before provision for income taxes		(8,075	)		3,036
Income tax expense		(387	)		(1,484	)
Net (loss) income	$	(8,462	)	$	1,552

Asset categories provided to the CODM are consistent with those reported on the consolidated balance sheet.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Numbers in thousands)

FORWARD-LOOKING STATEMENTS/RISK FACTORS:

The Company, from time-to-time, may discuss forward-looking statements including assumptions concerning the Company’s operations, future results and prospects. Generally, “may,” “could,” “will,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue” and similar words identify forward-looking statements. Forward-looking statements appearing in this report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on our current expectations and are subject to risks and uncertainties that can cause actual results and events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions contained in the entire report. Such factors include, but are not limited to: product demand and market acceptance risks; the effect of economic conditions; weather conditions; changes in regulatory policy; the impact of competitive products and pricing; changes in foreign exchange rates; product development and commercialization difficulties; capacity and supply constraints or difficulties; availability of capital resources given that interest rate and inflation affect the debt market; the impact of, and our ability to, remediate the identified material weaknesses in our internal controls over financial reporting; and general business regulations, including taxes and other risks as detailed from time-to-time in the Company’s reports and filings filed with the U.S. Security and Exchange Commission (“SEC”). It is not possible to foresee or identify all such factors. We urge you to consider these factors carefully in evaluating the forward-looking statements contained in this report. You should evaluate all forward-looking statements made in this Form 10-Q in the context of the risks and uncertainties disclosed in Part II, Item 1A of this Form 10-Q under the heading "Risk Factors," in Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations," and in Item 3 "Quantitative and Qualitative Disclosures About Market Risk."

The forward-looking statements included in this Form 10-Q are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

Three Months Ended June 30, 2025 and 2024:

Overview of the Company’s Performance

AThe ~~combination~~agricultural ofeconomy ~~changing,~~appears ~~unpredictable~~to ~~and~~be ~~often~~in ~~opposing factors has put~~ the ~~global~~early ~~agricultural~~stages ~~market~~of in a ~~static state~~recovery. While ~~shifting~~commodity ~~tariffs~~prices ~~have~~remain ~~created~~at ~~uncertainty~~low aslevels, toa ~~the~~combination ~~strength~~ of ~~export markets~~factors, aincluding ~~weak~~lower ~~United~~inflation, ~~States~~anticipation ~~dollar~~of ~~and~~ lower ~~corn~~interest ~~inventories~~rates, ~~have~~and ~~relieved~~legislation ~~pressure~~supportive ~~and~~of ~~spurred~~growers, ~~interest~~has inimproved ~~increasing~~sentiment ~~the~~and ~~amount~~strengthened ofdemand ~~corn~~for ~~acreage~~crop toprotection beproducts. ~~planted~~Channel ininventory ~~2025.~~levels ~~Amidst~~remain ~~these~~lower ~~conditions,~~than ~~market~~this ~~participants~~time ~~have~~last ~~shown~~year, abut ~~limited~~we ~~interest~~are inseeing ~~increasing~~dealer inventories ~~for~~move higher ~~crop~~with ~~protection~~increasing ~~products,~~confidence ~~despite~~in ~~dramatically~~market ~~decreasing~~conditions. ~~inventory~~While ~~levels~~uncertainty ~~over~~around ~~the~~tariffs ~~past~~continues 24 to 30cloud ~~months.~~the ~~While~~outlook, ~~distributors~~global ~~will~~trading ~~eventually~~partners ~~need~~are toforging ~~increase~~ahead ~~on-hand~~with ~~inventories to supply~~ their ~~customers’~~own ~~needs~~arrangements, ~~they~~and ~~are~~short- ~~currently~~to ~~adopting~~mid-term ~~conservative~~demand ~~working~~appears ~~capital~~to ~~practices~~be stabilizing.

~~Within~~Against this ~~context~~backdrop, ~~the Company’s~~ overall ~~financial~~sales ~~performance~~for ~~during~~ the second quarter ~~was~~of ~~weaker~~2025 ~~than~~improved 1% compared to the ~~comparable~~second ~~period~~quarter ~~last~~of ~~year~~2024. ~~with~~From ~~net~~a ~~sales~~regional ~~down~~perspective, ~~14%~~our ~~during~~domestic ~~the~~sales ~~quarter.~~increased ~~Regionally~~by 1%, ~~domestic~~while ~~and~~our international sales were ~~both~~largely ~~down 14%~~unchanged. ~~Much~~Our ofherbicide ~~the~~business ~~variance~~ was ~~due~~an toarea ~~the~~of ~~voluntarily~~strength ~~discontinuance~~with ofnet ~~one~~sales ofincreasing ~~the~~by ~~Company’s~~48%, ~~high~~as ~~margin~~compared ~~herbicide~~to ~~products~~the same period in the ~~second~~prior ~~half~~year, ofwhile ~~2024.~~growth ~~Soil~~regulator ~~fumigants~~sales inwere ~~the~~down U37%.~~S.,~~ ~~and~~Other ~~Granular~~areas ~~Soil~~of ~~Insecticides in~~ the ~~U.S.~~business ~~and~~were ~~Latin~~relatively ~~America~~stable, as ~~well~~compared asto ~~non-Crop Insecticides performed better than~~ the ~~comparable~~year ~~period~~ago ~~last year~~period.

~~Costs~~Efforts by management to operate our factories more efficiently led to lower cost of goods sold, ~~decreased~~which 8were down 2%, as compared to the same quarter of 2024. ~~Volume~~These, ~~decline~~together ~~was~~with ~~the~~some ~~primary~~raw ~~driver~~material ~~behind~~cost ~~the~~improvements, ~~decrease~~led ofto ~~cost~~an improvement of ~~goods~~average ~~sold.~~gross ~~Gross~~ margins ~~declined~~ to 2631% of net sales, as compared to 3329% in the same period of ~~the prior year due to a shift in product offering and increased costs per unit as the result of lower volumes~~2024.

Operating expenses ~~were~~declined ~~down~~by 523% ~~versus~~ ~~the~~as ~~first~~management ~~quarter~~continued ofto ~~2024,~~manage ~~with selling~~ expenses ~~down~~closely ~~significantly, partially offset by increased transformation costs. Expenses for research, product development costs~~ and ~~regulatory~~reduced ~~expenses~~to ~~declined~~28% ~~as a direct result~~ of ~~the~~net ~~decision~~sales toin ~~terminate~~ the ~~SIMPAS~~quarter ~~project~~from at37% in the ~~end~~comparable period of 2024. ~~Given~~With ~~the~~a ~~decreased~~sharp ~~level~~reduction ofin ~~sales~~transformation expenses, operating ~~expenses~~profit ~~increased~~rose asto a$4,366 ~~percentage~~for ofthe ~~sales~~second toquarter ~~30%~~of 2025, as compared to ~~27%~~a inloss of $9,232 for the same period of ~~the prior year~~2024.

Interest expense ~~remained~~slightly ~~approximately~~increased, ~~flat~~as compared to the same quarter of the prior year, ~~based~~yielding ~~upon~~a ~~increased~~net ~~average~~loss ~~borrowings~~before taxes of $84, ~~offset~~as bycompared to a ~~reduction~~net loss of $13,274 in the ~~effective~~second ~~interest~~quarter ~~rate~~of 2024.

The Company recorded an income tax expense of $~~387 compared to $1~~765,~~484~~ inas ~~the same period of last year. The decrease in the income tax expense~~ compared to ~~the~~an ~~same period last year is primarily attributed to losses incurred in the U.S. for the three months ended March 31, 2025, which did not result in a benefit for~~ income tax. ~~The~~benefit ~~U.S. entities maintain a valuation allowance against their net deferred tax assets which was established during the fourth quarter ended December 31, 2024. The Company generated a net loss~~ of $81,~~462~~553 ~~(or~~in ~~($0.30)~~the ~~per~~same ~~share)~~period ~~compared to net income~~ of ~~$1,552~~last ~~(or $0.06 per share) in the prior~~ year.

These factors yielded a net loss of $849, or $(0.03) per share, as compared to $11,721, or $(0.42) per share, in the prior year quarter.

RESULTS OF OPERATIONS

Quarter Ended March 31:


	2025			2024			Change		% Change
Net sales:
U.S. crop	$	52,674		$	52,289		$	385		1	%
U.S. non-crop		19,585			19,011			574		3	%
Total U.S.		72,259			71,300			959		1	%
International		57,054			56,909			145		0	%
Total net sales	$	129,313		$	128,209		$	1,104		1	%
Total cost of sales		(88,766	)		(90,446	)		1,680		-2	%
Total gross profit	$	40,547		$	37,763		$	2,784		7	%
Total gross margin		31	%		29	%

	For the three months ended March 31,
	2025			2024			Change			% Change
Net sales:
U.S. crop	$	57,176		$	67,257		$	(10,081	)		-15	%
U.S. non-crop		15,601			17,768			(2,167	)		-12	%
Total U.S.		72,777			85,025			(12,248	)		-14	%
International		43,023			50,118			(7,095	)		-14	%
Total net sales	$	115,800		$	135,143		$	(19,343	)		-14	%
Total cost of sales	$	(85,609	)	$	(92,725	)	$	7,116			-8	%
Total gross profit	$	30,191		$	42,418		$	(12,227	)		-29	%
Total gross margin		26	%		31	%

Our domestic crop business recorded net sales during the second quarter of 2025 that were 1% higher than those of the second quarter of 2024 ($52,674, as compared to $52,289). Herbicide sales were driven by increased corn acres and the launch of a new product, which is capturing share from generic competitors. Soil fumigant sales were also an area of strength, up approximately 50%. Partially, offsetting these gains, sales of our growth regulators declined due to generic competition.

Our domestic non-crop business ~~recorded~~posted ~~net~~a ~~sales during the first quarter of 2025 that were 15~~3% ~~lower~~increase ~~than those of the first quarter of 2024 ($57,176 vs. $67,257~~ in ~~the~~net ~~prior~~sales ~~year). As previously mentioned, virtually all of the weakness~~ in the ~~U.S.~~second Crop business can be attributed to our herbicide business, which was negatively impacted by the absence from the market of one of our herbicide products that the Company voluntarily cancelled last year. On the other hand, despite the overall weakness in agriculture during the first quarter, ~~our portfolio~~ of ~~biological product sales remained flat~~2025, as compared to the same period ofin the prior year. ~~Finally~~($19,585 ~~included~~ in ~~this~~2025 ~~result,~~v. ~~peanut acreage was up year to date~~$19,011 ~~positively~~in ~~impacting Thimet sales, which rose approximately 17% as compared to last year~~2024). AsDelayed aweed ~~result~~pressure ofnegatively ~~demand~~impacted ~~and~~non-crop ~~commodity~~herbicide ~~pricing~~products, ~~growers~~but ~~are~~overall ~~shifting~~this ~~acreage~~business ~~away~~continues ~~from~~to ~~cotton~~grow ~~this~~faster ~~year~~than ~~and~~the ~~towards~~overall ~~peanuts~~portfolio.

~~Our~~Net ~~domestic~~sales ~~non-crop~~of ~~business~~our ~~posted~~international abusinesses ~~12%~~were ~~decrease~~slightly inhigher ~~net~~($57,054 ~~sales~~ in ~~the first quarter of~~ 2025, as compared to ~~the~~$56,909 ~~same~~in ~~period~~2024). This increase was led by sales in ~~the~~our ~~prior~~Central ~~year~~American ~~($15~~business,~~601~~ ~~vs.~~which ~~$17~~rose by 7%,~~768~~ driven by strength in ~~the~~our ~~prior~~banana ~~year)~~products. InPartially ~~the~~offsetting ~~quarter~~these gains, ~~while net~~ sales ofin ~~our~~Australia ~~fungicides~~(a ~~were~~much ~~lower,~~smaller ~~net~~business) ~~sales~~were ofdown ~~biological~~approximately ~~solutions~~40% ~~and~~due ~~granular~~to drought ~~herbicides improved~~conditions.

~~Net~~On ~~sales~~a ofconsolidated ~~our~~basis, ~~international~~gross ~~businesses~~profit ~~decreased~~for bythe ~~14%~~second ~~during~~quarter ~~the~~of ~~period~~2025 ~~($43,023~~increased ~~vs.~~by 7% ($5040,~~118~~547 in ~~the~~2025, ~~prior~~as ~~year).~~compared ~~The weakness is primarily due~~ to ~~lower herbicide sales in Mexico on lower agave prices~~$37,763 ~~and~~ in ~~our Australian business~~2024). The ~~Company~~overall isgross ~~focused~~margin onpercentage ~~selling~~ended ~~more~~at ~~profitable~~31% ~~products~~in ~~across~~the ~~our~~second ~~international~~quarter ~~distribution businesses and is willing to forgo sales~~ of ~~lower~~2025, ~~margin~~as ~~products~~compared ~~in order~~ to ~~maximize~~29% ~~margins~~ in the ~~international~~second ~~business.~~quarter ~~Consequently,~~of ~~average~~the ~~pricing~~prior ~~improved in nearly all categories~~year.

OnOperating aexpenses ~~consolidated basis, gross profit for the first quarter of 2025~~ decreased by ~~29% (~~$3010,~~191~~814 ~~vs.~~to $4236,~~418~~181 infor the ~~prior~~three-month ~~year).~~period ~~Decreased~~ended ~~sales~~June ~~volume~~30, ~~elevated inventory costs~~2025, ~~and~~as ~~competitive~~compared ~~pricing~~to ~~all~~the ~~contributed~~same toperiod ~~the~~in ~~decline~~2024. ~~Gross~~The ~~margin~~changes ~~for~~in ~~the~~operating ~~quarter~~expenses ~~decreased~~by todepartment ~~26%,~~are as ~~compared to 31% for the same period ended March 31, 2024.~~ follows:


	2025		2024		Change			% Change
Selling	$	11,633	$	13,401	$	(1,768	)		-13	%
General and administrative
Other		13,791		12,402		1,389			11	%
Amortization		3,049		3,284		(235	)		-7	%
Legal reserves		150		1,965		(1,815	)		-92	%
Asset impairment		134		—		134			100	%
Research, product development and regulatory		5,803		8,598		(2,795	)		-33	%
Transformation		1,621		7,345		(5,724	)		-78	%
Subtotal	$	36,181	$	46,995	$	(10,814	)		-23	%

•

Selling expenses decreased by $1,768 for the three months ended June 30, 2025, as compared with the same period of the prior year. This was mainly associated with reduced headcount across our global sales and marketing teams, as we implement new organization structures intended to drive a more customer focused team. We also experienced reduced marketing expenses.

•

~~Operating~~Other general and administrative expenses ~~decreased~~increased by 512% ~~to $34~~,~~501~~ ~~for~~primarily ~~the~~associated ~~three~~with ~~months~~incentive ~~ended~~compensation ~~March 31, 2025,~~ as ~~compared~~a toresult ~~the~~of ~~same~~improved ~~period~~financial inperformance, ~~2024.~~offset ~~The change in operating expenses~~ by ~~department~~reduced ~~are~~headcount ascosts. ~~follows:~~

•

	2025		2024		Change			% Change
Selling	$	10,723	$	12,881	$	(2,158	)		-17	%
General and administrative
Other		12,844		13,313		(469	)		-4	%
Amortization		3,061		3,275		(214	)		-7	%
Transformation costs		2,191		1,152		1,039			100	%
Research, product development and regulatory		5,682		5,706		(24	)		0	%
Total	$	34,501	$	36,327	$	(1,826	)		-5	%

Amortization declined slightly during the three months ended June 30, 2025, as compared to the same period of the prior year, as the result of impaired and fully amortized assets.

•

~~Selling~~In ~~expenses decreased by $2,158 for~~ the three months ended ~~March~~June 3130, 2025, ~~as compared with~~ the ~~same~~Company ~~period~~reserved ofan ~~the~~immaterial ~~prior~~amount ~~year.~~for ~~This~~a ~~included~~minor ~~reductions~~product incomplaint. ~~domestic~~In ~~wages~~the ~~and~~comparable ~~salaries~~period ~~following~~of ~~actions taken in 2024 to reduce headcount across~~ the ~~global~~prior ~~business~~year, ~~associated~~the ~~reductions~~Company inrecorded ~~travel~~a ~~expenses~~larger ~~and~~legal ~~lower~~contingency ~~advertising~~related ~~and~~to ~~marketing costs as~~ certain ~~promotional~~labor ~~activities~~and ~~have~~employment ~~been~~matters. ~~pushed~~The totwo ~~later~~matters inare ~~the year~~unrelated.

•

~~Other~~As ~~general~~part ~~and~~of ~~administrative~~the ~~expenses~~Company’s ~~slightly~~actions ~~decreased~~to byfocus ~~$469~~on ~~for~~key ~~the three months ended March 31~~products, ~~2025, as compared to~~ the ~~same~~Company ~~period~~made of the ~~prior~~decision ~~year.~~to ~~The~~discontinue ~~main~~selling ~~driver~~one ~~was~~small avolume ~~reduction~~product inand ~~stock~~wrote ~~compensation~~off ~~expense~~the ~~reflecting~~remaining ~~the~~intangible ~~Company’s~~asset ~~current~~book ~~financial~~value ~~performance,~~in ~~partially~~the ~~offset~~amount byof ~~expenses~~$134 ~~for~~as ~~extended~~of ~~year-end~~June ~~audit~~30, ~~activities~~2025.

•

~~Amortization~~Research, ~~declined~~product ~~slightly~~development ~~during~~costs ~~the~~and ~~first~~regulatory expenses decreased by $2,795 for the three months ofended June 30, 2025, as compared to the same period of ~~the~~2024. ~~prior~~This ~~year~~is asprimarily adriven ~~result~~by ofthe adecision ~~lower~~to ~~book~~stop ~~value~~investing ofin ~~intangible~~the ~~assets~~SIMPAS delivery system.

•

Transformation costs related to the Company’s digital and structural transformation project ~~amounted~~reduced todramatically, as expected and ended at $21,~~191~~621, as compared to $17,~~152~~345 in the ~~prior~~same period of the prior year. The Company expects that ~~business~~these ~~transformation~~ costs will ~~decline~~continue ~~over~~at ~~the~~lower ~~balance~~levels ofthan ~~2025,~~recorded ~~as the Company is in the midst of implementing the plans that had been generated with the help of its management consultant~~ last year.

~~Research,~~Interest ~~product~~costs ~~development~~net ~~costs~~of ~~and~~capitalized ~~regulatory~~interest ~~expenses~~were ~~remained~~$4,450 ~~flat~~and ~~for~~$3,917 during the three-month ~~months~~period ended ~~March~~June 3130, 2025, asand ~~compared~~2024, torespectively. ~~the~~Interest ~~same~~costs ~~period~~are ofsummarized in the ~~prior~~following ~~year.~~ table:

Average Indebtedness and Interest expense

Interest costs net of capitalized interest were $3,765 in the first three months of 2025, as compared to $3,693 in the same period of 2024. Interest costs are summarized in the following table:


	Three months ended June 30, 2025								Three months ended June 30, 2024
	Average Debt		Interest Expense			Interest Rate			Average Debt		Interest Expense			Interest Rate
Revolving line of credit (average)	$	196,703	$	4,110			8.4	%	$	214,107	$	4,023			7.5	%
Amortization of deferred loan fees		—		335			—			—		91			—
Other interest (income) expense		—		16			—			—		(54	)		—
Subtotal		196,703		4,461			9.1	%		214,107		4,060			7.6	%
Capitalized interest		—		(11	)		—			—		(143	)		—
Total	$	196,703	$	4,450			9.0	%	$	214,107	$	3,917			7.3	%

	Q1 2025								Q1 2024
	AverageDebt		InterestExpense			InterestRate			AverageDebt		InterestExpense			InterestRate
Revolving line of credit (average)	$	183,918	$	3,549			7.7	%	$	176,344	$	3,656			8.3	%
Amortization of deferred loan fees		—		235			—			—		91			—
Other interest (income) expense		—		(1	)		—			—		59			—
Subtotal	$	183,918	$	3,783			8.2	%	$	176,344	$	3,806			8.6	%
Capitalized interest		—		(18	)		—			—		(113	)		—
Total	$	183,918	$	3,765			8.2	%	$	176,344	$	3,693			8.4	%

The Company’s average overall debt for the three-month period ended June 30, 2025 was $196,703, as compared to $214,107 for the same period of the prior year. Our borrowings are higher as the result of expenses incurred during the balance of 2024, pertaining to one-time expenses. As can be seen from the table, the effective bank interest rate on our revolving line of credit was 8.4% and 7.5% for the three-month periods ended June 30, 2025 and 2024, respectively.

~~The~~Income ~~Company’s~~tax ~~average~~expense ~~overall~~was ~~debt~~$765 for the three months ended ~~March~~June 3130, 2025 ~~was $183~~,~~918,~~ as compared to an income tax benefit of $~~176~~1,~~344~~553 for the three months ended ~~March~~June 3130, 2024. ~~Our~~The ~~borrowings~~effective inincome tax rate for the three months ended ~~March~~June 3130, 2025, ~~were~~was ~~higher~~computed ~~when~~based ~~compared~~on to the ~~same~~estimated ~~period~~effective oftax rate for the ~~prior~~full year which is approximately 28%, ~~mainly~~excluding asdiscrete aitems ~~result~~and ofentities ~~expenses~~subject ~~incurred~~to ~~during~~full valuation allowances against related net deferred tax assets. During the ~~balance~~fourth ofquarter ended December 31, 2024, ~~pertaining~~the toCompany ~~transformation~~established ~~and~~a ~~other~~valuation ~~initiatives~~allowance against the U.S. Asentities ~~can~~net bedeferred ~~seen~~tax ~~from~~assets. ~~the~~The ~~table~~company ~~above,~~continues ~~while~~to ~~our~~maintain ~~borrowings~~valuation ~~were~~allowances ~~higher~~established ~~than~~against ~~this~~the ~~time~~net ~~last~~deferred ~~year,~~tax ~~our~~assets ~~effective~~of ~~bank~~the ~~interest~~U.S. ~~rate~~and oncertain ~~our~~international ~~revolving~~entities, ~~line~~primarily ofin ~~credit~~Brail, ~~reduced~~for tothe 7three months ended June 30, 2025.7% ~~for~~During the three months ended ~~March~~June 3130, 2025, asseveral ~~compared~~of tothe ~~8.3%~~Company's ininternational ~~2024.~~business ~~This~~outside ~~resulted~~of inBrazil ~~interest~~were ~~expense~~profitable ~~that~~resulting ~~was~~in ~~essentially~~an ~~flat~~income ~~period~~tax ~~over period~~expense.

~~Income~~We ~~tax~~generated ~~expense~~losses ~~was~~before ~~$387~~provision for ~~the~~income ~~three~~taxes ~~months~~of ~~ended~~$84 ~~March~~and ~~31, 2025, as compared to~~ $113,~~484~~274 for the three- months ended ~~March~~June 3130, 2025 and 2024, respectively. ~~The~~Our ~~effective~~net ~~income~~loss, ~~tax~~after ~~rate~~income taxes, for the three-month ~~months~~period ended ~~March~~June 3130, 2025, was ~~computed~~$849 ~~based~~or on($0.03) ~~the~~per ~~estimated~~basic ~~effective~~and ~~tax~~diluted ~~rate~~share, ~~for~~as ~~the~~compared ~~full~~to ~~year~~$11,721 ~~which~~or ~~is approximately 26~~($0.~~6%,~~42) ~~excluding~~per ~~discrete~~basic ~~items~~ and ~~entities~~diluted ~~subject~~share toin ~~full valuation allowances against related net deferred tax assets. During~~ the ~~fourth~~same quarter ~~ended~~of ~~December 31,~~ 2024~~, the Company established a valuation allowance against the U~~.~~S. entities net deferred tax assets. The company continues to maintain valuation allowances~~

Six Months Ended June 30, 2025 and 2024:

Overview of the Company’s Performance

Distributor destocking negatively impacted first-half 2025 results, as compared to the year ago period. This phenomenon was particularly strong during the first quarter but trailed off as the second quarter progressed. Nevertheless, the early first-half conditions

~~established~~negatively ~~against~~impacted ~~the~~sales ~~net~~and ~~deferred~~gross ~~tax~~profit ~~assets~~for ofthe ~~certain~~six-month ~~international~~period ~~entities,~~taken ~~primarily~~as ina ~~Brazil,~~whole. ~~for~~Agricultural ~~the~~commodities ~~three~~trended ~~months~~higher ~~ended~~during ~~March 31, 2025. During~~ the first ~~three~~few months ~~ended March 31, 2025, many~~ of the ~~Company’s~~year ~~international~~but ~~businesses outside of Brazil~~ were ~~profitable.~~unable ~~For the three months ended March 31, 2025 the Company recorded an income tax expense mainly attributed~~ to amaintain ~~loss~~their ~~before~~gains ~~provision~~as ~~for income taxes incurred in~~ the ~~U.S.~~first ~~which~~half ~~did~~year ~~not result in a benefit for income tax~~progressed. ~~The~~ ~~U.S.~~Corn ~~entities~~prices ~~maintain~~finished athe ~~valuation~~first ~~allowance~~six ~~against~~months ~~their~~slightly ~~net~~lower ~~deferred~~than ~~tax~~at ~~assets~~the ~~which~~start ~~was~~of ~~established during~~ the ~~fourth~~year, ~~quarter~~while ~~ended~~soybean ~~December~~prices ~~31,~~were ~~2024~~flat.

~~Our~~On ~~overall~~a ~~net~~consolidated ~~loss~~basis, ~~for~~domestic ~~the~~sales ~~first~~were ~~three~~down ~~months~~7% and international sales were down 6%, as compared to the same period of ~~2025~~last ~~was~~year Overall net sales decreased by 7% ($8245,~~462~~113 orin 2025, as compared to $0263,352 in 2024) largely driven by channel destocking.30 ~~per~~Cost ~~basic~~of ~~and~~goods ~~diluted~~sold ~~share,~~decreased asby ~~compared~~5% on an absolute basis due to ~~net~~lower ~~income~~volumes. In spite of $1improved factory performance,~~552~~ orthese factors, taken together, yielded a gross profit that was lower than the same period of 2024 ($~~0.06~~71,106, ~~per~~as ~~basic~~compared to $80,181) and ~~diluted~~the ~~share~~average gross margin percentage declined slightly to 29% from 30% in the first ~~quarter~~half of 2024.

~~LIQUIDITY~~During ~~AND~~the ~~CAPITAL~~first ~~RESOURCES~~half of 2025, operating expenses declined by about 18% as compared to the first half of 2024, and operating expenses as a percent of sales decreased to 28%, as compared to 32% for the same period prior year. Transformation costs for the period dropped significantly.

~~The Company used cash of $20~~Overall,~~576~~ ~~in operating activities during~~ the ~~three~~business ~~months~~recorded ~~ended~~an ~~March~~operating ~~31,~~income ~~2025, as compared to $36,107 during the three months ended March 31, 2024. Included in the $20,576 are net loss~~ of $~~8,462,~~56 ~~plus non-cash depreciation, amortization of intangibles and other assets in the amount of $4,749, provision~~ for ~~bad debts in~~ the ~~amount~~first half of ~~$1,056 and other in~~ the ~~amount of $126. Also included are stock-based compensation of $559~~year, ~~a net change in deferred income taxes of $1,348, and net change in foreign currency adjustment of $99. These together provided net cash outflows of $633,~~ as compared to an ~~inflows~~operating ofloss of $73,~~881~~141 ~~for~~during the ~~same~~first ~~period~~half of 2024.

~~During~~The ~~the first three months of 2025, the~~ Company ~~increased~~incurred ~~net~~an ~~working~~income ~~capital~~tax byexpense ~~$18,240, as compared to an increase~~ of $491,~~996~~152 during the ~~same~~six-month period ~~of the prior year. Included in this change: inventories increased by $4~~,~~721,~~ as compared to an ~~increase~~income tax benefit of $~~9,353~~69 ~~for~~during the first ~~quarter~~half of 2024~~. Customer prepayments decreased by $28~~,~~215,~~ asyielded ~~compared to~~ a ~~decrease~~net ofloss ~~$37,037~~for in the ~~same~~ period of ~~2024, driven by customer decisions regarding demand, payment timing and our cash incentive programs. Our accounts payable balances increased by~~ $229,~~966~~311, as compared to ~~an increase of~~ $210,~~366~~169 infor the same period of ~~2024.~~the ~~Accounts~~prior ~~receivable decreased by $6~~year,~~892,~~ ~~as compared to an increase of $5,579 in the same period of 2024. Prepaid expenses~~ and ~~other~~a ~~assets~~loss ~~increased~~per byshare ~~$856, as compared to an increase~~ of $~~1,466 in the same period of 2024~~0. ~~Income tax receivable/payable~~33, ~~net increased by $1,885,~~ as compared to ~~a decrease of~~ $~~1,014 in the prior year~~0. ~~Accrued program costs increased by $837~~36, as compared to ~~an increase of $6,399 in~~ the ~~prior~~first ~~year,~~half ~~as a result~~ of ~~both~~last lower sales and the mix of those sales including products with higher program elements incorporated in pricing. Finally, other payables and accrued expenses decreased by $14,961, as compared to a decrease of $332 in the prior year.

~~With~~RESULTS ~~regard~~OF to our program accrual, the increase (as noted above) primarily reflects our level and mix of sales and customers in the first quarter of 2025, as compared to the prior year. The Company accrues programs in line with the growing season upon which specific products are targeted. Typically crop products have a growing season that ends on September 30th of each year. During the first quarter of 2025, the Company made accruals for programs in the amount of $20,091 and made payments in the amount of $19,221. During the first quarter of the prior year, the Company made accruals in the amount of $25,266 and made payments in the amount of $18,999.OPERATIONS

Cash used for investing activities was $446 for the three months ended March 31, 2025, as compared to $3,567 for the three months ended March 31, 2024. The Company spent $431 on fixed assets acquisitions primarily focused on continuing to invest in manufacturing infrastructure.


	2025			2024			Change			% Change
Net sales:
U.S. crop	$	110,201		$	119,542		$	(9,341	)		-8	%
U.S. non-crop		34,834			36,787			(1,953	)		-5	%
Total U.S.		145,035			156,329			(11,294	)		-7	%
International		100,078			107,023			(6,945	)		-6	%
Total net sales	$	245,113		$	263,352		$	(18,239	)		-7	%
Total cost of sales	$	(174,375	)	$	(183,171	)	$	8,796			-5	%
Total gross profit	$	70,738		$	80,181		$	(9,443	)		-12	%
Total gross margin		29	%		30	%

~~During~~Our ~~the~~domestic ~~three~~crop ~~months~~business ~~ended~~recorded ~~March~~net ~~31,~~sales ~~2025,~~that ~~financing~~were ~~activities~~8% ~~provided~~lower ~~$19,801,~~than asthose ~~compared~~of tofirst ~~$41,382~~half ~~during the same period~~ of ~~the~~2024 ~~prior~~($110,201 ~~year.~~as ~~Net~~compared ~~borrowings under the Credit Agreement amounted~~ to $20119,~~167~~542 in 2024). Weakness in the first ~~quarter~~half ~~of 2025~~sales, as compared to ~~$41~~the year ago period,~~800~~ incan ~~the~~be ~~same~~attributed ~~period~~to ofnot ~~the~~having ~~prior~~revenue ~~year.~~from ~~Lastly,~~a inproduct ~~exchange~~that ~~for~~was ~~shares~~previously ofrecalled; ~~common~~further ~~stock~~cotton ~~returned~~acreage bywas ~~employees,~~down wesubstantially ~~paid~~leading ~~$11~~to ~~and~~weakness ~~$14~~in ~~for~~products ~~tax~~with ~~withholding~~exposure onto ~~stock-based~~this ~~compensation~~crop. ~~awards~~Broadly, ~~during~~channel ~~the~~destocking ~~three~~in ~~months~~the ~~ended~~early ~~March~~portion ~~31,~~of 2025 ~~and~~continued ~~2024,~~to ~~respectively~~negatively impacted overall results.

~~The~~Our ~~Company~~domestic ~~has long~~non-~~term~~crop ~~debt~~business asrecorded a 5% decrease in net sales for the first half of ~~March~~the 31year (to $34,834 ~~2025~~from $36,787). Fungicide and ~~December~~pest ~~31,~~strip ~~2024~~sales ~~relating~~were toweak during the first half of 2024. Also, a ~~senior~~delayed ~~credit~~weed ~~facility~~season led to weakness, as ~~summarized~~compared into the ~~following~~first ~~table:~~half of 2024.

Long-term indebtedness	March 31, 2025			December 31, 2024
Revolving line of credit	$	167,498		$	147,332
Deferred loan fees		(1,226	)		(1,532	)
Total indebtedness	$	166,272		$	145,800

Net sales of our international businesses were down 6% as compared to the first half of 2024 ($100,078 versus $107,023 in 2024). Australian sales were weaker due to the ongoing drought, which were partially offset by strength in granular soil insecticides. Herbicide sales were off nearly 20% in the first half of the year, due to a weak agave season and a change in product mix.

ItOn isa ~~useful~~consolidated ~~to note that~~basis, ~~while~~gross ~~classified~~profit asfor ~~long-term debt, funds borrowed by~~ the ~~Company~~six ~~under~~months ~~the~~of ~~Credit~~2025 ~~Agreement~~decreased ~~are~~ending ~~used~~at ~~for~~$70,738, ~~working~~as ~~capital~~compared ~~needs~~to on$80,181 anlast ~~ongoing basis~~year. ~~The~~Gross ~~Company~~margin ~~has~~performance in ~~place~~2025 adecreased ~~cash~~to ~~sweep~~29% ~~mechanism~~from ~~for~~30% ~~the~~compared ~~domestic business and follows strict controls on repaying outstanding balances promptly in order~~ to ~~minimize~~ the ~~carrying~~first ~~cost~~half of ~~borrowed funds~~2025.

AsOperating ofexpenses ~~March~~decreased ~~31,~~by ~~2025~~$12,640 ~~the Company was deemed~~ to be$70,682 infor ~~compliance with its financial covenants. Based on its performance against~~ the ~~most~~six-month ~~restrictive~~period ~~covenant~~ended ofJune ~~the~~30, ~~Credit Agreement with its lenders~~2025, ~~the~~as ~~Company~~compared ~~had~~to the ~~capacity~~same toperiod ~~increase~~in ~~its borrowings by up to $53,717~~2024. ~~This~~The ~~compares~~changes toin anoperating ~~available~~expenses ~~borrowing~~by ~~capacity~~department ofare ~~$28,623~~ as ~~of December 31, 2024.~~ follows:


	2025		2024		Change			% Change
Selling	$	22,356	$	26,281	$	(3,925	)		-15	%
General and administrative:
Other		26,630		25,715		915			4	%
Amortization		6,115		6,559		(444	)		-7	%
Legal reserves		150		1,965		(1,815	)		-92	%
Asset impairment		134		—		134			100	%
Research, product development and regulatory		11,485		14,305		(2,820	)		-20	%
Transformation		3,812		8,497		(4,685	)		-55	%
	$	70,682	$	83,322	$	(12,640	)		-15	%

•

Selling expenses decreased by $3,925 to end at $22,356 for the six-month period ended June 30, 2025, as compared to the same period of 2024. The main drivers were reduced global headcount following our organizational redesign and tighter control of marketing and other third-party services.

•

Other general and administrative expenses increased by $1,049 to end at $26,764 for the six-month period ended June 30, 2025, as compared to the same period of 2024. The main driver was primarily associated with incentive compensation as a result of improved financial performance, offset by reduced headcount costs.

•

Amortization declined slightly during the six months ended June 30, 2025, as compared to the same period of the prior year, as the result of impaired and fully amortized assets.

•

In the six months ended June 30, 2025, the Company reserved an immaterial amount for a minor product complaint. In the comparable period of the prior year, the Company recorded a larger legal contingency related to certain labor and employment matters. The two matters are unrelated.

•

As part of the Company’s actions to focus on key products, the Company made the decision to discontinue selling one small volume product and wrote off the remaining intangible asset book value in the amount of $134 as of June 30, 2025.

•

Research, product development costs and regulatory expenses decreased by $2,820 to end at $11,485 for the six-month period ended June 30, 2025, as compared to the same period of 2024. The cost reduction was primarily driven by lower spending associated with the decision to stop our investment in the SIMPAS delivery system.

•

Transformation costs related to the Company’s digital and structural transformation project amounted to $3,812 for the first six months of 2025, as compared to $8,497 for the prior year. The digital transformation effort is intended to ensure that business process owners have access to current and complete data that has been generated through standardized systems and processes. The structural transformation effort is intended to improve operating leverage by applying business analytics to current operations, structures, products and services and identifying process improvements. The Company expects significantly lower such costs over the balance of 2025.

Interest costs net of capitalized interest were $8,215 in the first six-month period of 2025, as compared to $7,610 in the same period of 2024. Interest costs are summarized in the following table:

Average Indebtedness and Interest expense


	Six months ended June 30, 2025								Six months ended June 30, 2024
	Average Debt		Interest Expense			Interest Rate			Six months ended June 30, 2025		Interest Expense			Interest Rate
Revolving line of credit (average)	$	179,710	$	7,659			8.5	%	$	195,375	$	7,679			7.9	%
Amortization of deferred loan fees		—		570			—			—		182			—
Other interest expense		—		15			—			—		5			—
Subtotal		179,710		8,244			9.2	%		195,375		7,866			8.1	%
Capitalized interest		—		(29	)		—			—		(256	)		—
Total	$	179,710	$	8,215			9.1	%	$	195,375	$	7,610			7.8	%

The Company’s average overall debt for the six-month period ended June 30, 2025, was $179,710, as compared to $195,375 for the same period of the prior year. Our borrowings increased as a result of higher inventory levels. As can be seen from the table above, our effective bank interest rate on our revolving line of credit was 8.5% for the six months ended June 30, 2025, as compared to 7.9% in 2024.

Income tax expense was $1,152 for the six months ended June 30, 2025, as compared to an income tax benefit of $69 for the three months ended June 30, 2024. The effective income tax rate for the six months ended June 30, 2025, was computed based on the estimated effective tax rate for the full year which is approximately 28%, excluding discrete items and entities subject to full valuation allowances against related net deferred tax assets. During the fourth quarter ended December 31, 2024, the Company established a valuation allowance against the U.S. entities net deferred tax assets. The company continues to maintain valuation allowances established against the net deferred tax assets of the U.S. and certain international entities, primarily in Brazil, for the six months ended June 30, 2025. During the six months ended June 30, 2025, several of the Company's international business outside of Brazil were profitable resulting in an income tax expense.

We incurred a loss before provision before income taxes of $8,159 for the six months ended June 30, 2025, as compared to a loss before taxes of $10,238 for the six months ended June 30, 2024. Our net loss, after income taxes, for the six-month period ended June 30, 2025 was $9,311 or $0.33 per basic and diluted share, as compared to $10,169 or $0.036 per basic and per diluted share in the same period of 2024.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s operating activities utilized net cash of $39,836 during the six-month period ended June 30, 2025, as compared to $49,357 during the six months ended June 30, 2024. Included in the $39,836 are net loss of $9,311, plus non-cash depreciation, amortization of intangibles and other assets and discounted future liabilities, in the amount of $10,027, and provision for bad debts in the amount of $1,999, change in deferred income taxes of $200 and changes in liabilities for uncertain tax positions or unrecognized tax benefits of $60. Also included are stock-based compensation of $981, asset impairment of $134, and net foreign currency adjustments of $855.

During the six-month period of 2025, the Company increased working capital by $21,381, as compared to an increase of $49,375 during the same period of the prior year. Included in this change: inventories increased by $9,785, as compared to $27,770 for the same period of 2024. While increases in inventories are normal for the Company’s annual cycle, the Company has seen distinct changes in buying patterns across its global markets as customers are pushing back purchase close to time of use as they manage working capital and interest expense. In response the Company has focused on holding inventory levels down including holding down manufacturing output.

Customer prepayments decreased by $46,187, as compared to $53,468 in the same period of 2024, driven by customer decisions regarding the amount of prepayments they made during the final quarter of 2024, and by purchase orders received from those customers during the first two quarters and the product mix and payment terms on those purchase orders. Our accounts payable balances increased by $24,547, as compared to $34,292 in the same period of 2024, reflecting both the timing and terms of the related purchase orders. Accounts receivables increased by $3,293, as compared to a decrease of $11,962 in the same period of 2024. Prepaid expenses increased by $1,863, as compared to $3,730 in the same period of 2024. Income tax receivable changed by $1,024 as compared to $7,129 in the prior year. Accrued programs increased by $10,267, as compared to $18,209 in the prior year, driven by changes in mix of sales (products attract different program arrangements) and lower sales in our US Crop business (which is the main driver from programs). Finally, other payables and accrued expenses decreased by $15,073, as compared to an increase of $1,665 in the prior year.

Accrued program costs are recorded in line with the growing season upon which specific products are targeted. Typically crop products have a growing season that ends on September 30th of each year. During the first six months of 2025, the Company made accruals for programs in the amount of $41,451 and payments in the amount of $31,032, resulting in a net increase in accrued program costs of $10,267. During the first six months of the prior year, the Company made accruals in the amount of $44,633 and made payments in the amount of $26,615, resulting in a net increase of accrued program costs of $18,018.

Cash used for investing activities for the six-month period ended June 30, 2025, and 2024 was $1,085 and $6,398, respectively. In 2025, the Company spent $1,020 on purchases of fixed assets primarily focused on continuing to invest in manufacturing infrastructure, as compared to $4,944 for the same period of prior year. The Company made a payment of $88 for a product acquisition.

During the six months ended June 30, 2025, financing activities provided $41,479, as compared to $63,190 during the same period of the prior year. Net borrowings under the Credit Agreement amounted to $42,169 during the six-month period ended June 30, 2025, as compared to $65,259 in the same period of the prior year. The Company did not declare and pay dividends for the first six months of 2025, as compared to paying $1,670 during the six months ended June 30, 2024. The Company received $333 for the issuance of shares under our Employee Stock Purchase Program ("ESPP") and exercise of stock options for the six months ended June 30, 2025, as compared to $430 for the same period in prior year. Lastly, in exchange for shares of common stock returned by employees, the Company paid $142 and $829 for tax withholding on stock-based compensation awards during the six months ended June 30, 2025 and 2024, respectively.

The Company has a revolving line of credit that is shown as long-term debt in the condensed consolidated balance sheets at June 30, 2025 and December 31, 2024. These are summarized in the following table:


Long-term indebtedness ($000's)	June 30, 2025			December 31, 2024
Revolving line of credit	$	189,500		$	147,332
Deferred loan fees		(1,844	)		(1,532	)
Net long-term debt	$	187,656		$	145,800

As of June 30, 2025, the Company is deemed to be in compliance with its financial covenants.

At June 30, 2025, according to the terms of the Credit Agreement, as amended, and based on our performance against the most restrictive covenant listed above, the Company had the capacity to increase its borrowings by up to $31,836, compared to $28,623 as of December 31, 2024.

We believe that anticipated cash flow from operations, existing cash balances and available borrowings under our amended senior credit facility will be sufficient to provide us with liquidity necessary to fund our working capital and cash requirements for the next twelve months.

RECENTLY ISSUED ACCOUNTING GUIDANCE

Please refer to Note 1 in the accompanying ~~Notes~~notes to the ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements for recently issued ~~and adopted~~ accounting standards.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company continually re-assesses the critical accounting policies used in preparing its financial statements. In the Company’s Form 10-K filed with the SEC for the year ended December 31, 2024, the Company provided a comprehensive statement of critical accounting policies. These policies have been reviewed in detail as part of the preparation work for this Form 10-Q. After our review of these matters, we have determined that, during the subject reporting period there has been no material change to the critical accounting policies that are listed in the Company’s Form 10-K for the year ended December 31, 2024.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk related to changes in interest rates, primarily from its borrowing activities. The Company’s indebtedness to its primary lender is evidenced by a line of credit with a variable rate of interest, which fluctuates with changes in the lender’s reference rate. For more information, please refer to the applicable disclosures in the Company’s Form 10-K filed with the SEC for the year ended December 31, 2024.

The Company faces market risk to the extent that changes in foreign currency exchange rates affect our non-U.S. dollar functional currency as to foreign subsidiaries’ revenues, expenses, assets and liabilities. The Company currently does not engage in hedging activities with respect to such exchange rate risks.

Assets and liabilities outside the U.S. are located in regions where the Company has subsidiaries or joint ventures: Central America, South America, North America, Europe, Asia, and Australia. The Company’s investments in foreign subsidiaries and joint ventures with a functional currency other than the U.S. dollar are generally considered long-term. Accordingly, the Company does not hedge these net investments.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company has a comprehensive set of disclosure controls and procedures designed to ensure that all information required to be disclosed in our filings under the Securities Exchange Act (1934) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company’s management, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, completed their evaluation, as of ~~March~~June 3130, 2025, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures . Based on this evaluation, and as a result of the material weaknesses in our internal control over financial reporting further described in Management’s Report on Internal Control Over Financial Reporting in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, our principal executive officer and principal financial officer, concluded that as of ~~March~~June 3130, 2025, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. Specifically, in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, management identified the following material weaknesses associated with the control environment, control activities and risk assessment components of the COSO framework:

•

Control Environment – within the Company’s Australian component (AgNova), the Company identified that the individuals performing control activities within the component were not sufficiently trained or adequately supervised, and lacked appropriate reporting lines and accountability in accordance with principles of the COSO framework.

•

Control Activities – due to insufficient resources to facilitate a timely financial close process, the operation of internal controls over financial reporting specific to the controls being performed timely in accordance with principles of the COSO framework were not operating effectively. Further, within AgNova, the Company did not have sufficient segregation of duties in place in accordance with a principle of the COSO framework.

•

Risk Assessment – the Company identified that it did not design and implement an effective risk assessment based on the criteria established in the COSO framework. Specifically, the Company did not identify and assess changes to the business that could significantly impact the system of internal control in accordance with principles of the COSO framework.

In addition, management identified a deficiency that constituted a material weakness related to the review of customer agreements related to the accrued Program costs and customer prepayments balances. The Company did not perform a sufficiently precise review in order to appropriately consider all agreed-upon terms with customers in its determination of the accrued Program costs and customer prepayments balances.

In order to remediate these matters, we have identified the following remediation measures:

•

Enhancing the oversight, reporting lines and authorities, and accountability processes within our finance organization and including improved training, additional personnel with appropriate skillsets, dedicated personnel regarding risk assessment, more comprehensive supervisory processes and completing the implementation of, and standardized processes relating to, the global ERP system.

•

Implementing additional resources to mitigate risks and facilitate a timely financial close process including enhancing policies and procedures including implementing changes to the segregation of duties within AgNova.

•

Enhancing our risk assessment process to ensure it is sufficiently robust to identify and analyze significant events affecting our business, including the impact of these events on the timely completion of our financial statements and SEC filings.

•

Enhancing our review process of agreed upon terms related to the accrued Program costs and customer prepayments balances to ensure it is sufficiently precise to identify changes that may impact the balances.

We will consider the material weakness to be fully remediated once the applicable controls operate for a sufficient period of time and our management has concluded, through testing, that these controls are operating effectively. We have established the process of identifying these transactions and adding additional internal reviews to account for them under current accounting standards. These processes will be tested in the coming months.

We do not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting that occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

2326

PART II. OTHER INFORMATION

The Company was not required to report any matters or changes for any items of Part II except as disclosed below.

Item 1. Legal Proceedings

Please refer to ~~note~~Note 13 in the accompanying ~~Notes~~notes to the ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements for legal updates.

Item 1A. Risk Factors

The Company continually re-assesses the business risks, and as part of that process detailed a range of risk factors in the disclosures in American Vanguard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on May 29, 2025. The following disclosure amends and supplements those risk factors and, except to the extent stated below, there are no material changes to the risk factors as so stated.

Reduced financial performance may adversely affect the Company’s ability to maintain a capital structure that is sufficient to meet working capital needs. Because the Company’s credit agreement expires in ~~July~~August 2026, under applicable accounting rules, if the credit agreement is not extended or replaced by the time that the Company reports its financial results for the quarter and period ending September 30, 2025, then such debt (which is currently recorded as long term debt) will need to ~~either~~be recorded as current debt on the Company's balance sheet. In addition, such a characterization could lead to the accounting conclusion that the Company was not able to operate as a going concern. The threat of such result could have an adverse effect upon relationships with business partners. Thus, it is in the Company's best interest to extend or replace the credit agreement ~~approximately~~as 12soon ~~months~~as ~~before~~possible and, at any rate, well prior to such ~~expiration~~filing date. InHowever, despite improved financial performance in the immediately preceding quarter, in light of poor financial performance ~~over~~of the ~~past~~prior several quarters, there is no guarantee that the Company will be able to maintain capital sufficient to meet its working capital needs or that such capital will be available on terms that are as favorable as those under the current agreement. Failure to obtain capital in a timely fashion or in inadequate amounts or on unfavorable terms could have an adverse effect upon the Company’s financial performance and/or could impair the Company’s ability to carry on business as a going concern.

The MAHA Commission and MAHA movement may adversely affect demand for the Company’s crop inputs. By virtue of Executive Order, the Administration has established a “Make America Healthy Again” or MAHA Commission consisting of Administrators of the Department of Health and Human Services, the Department of Agriculture and the Environmental Protection Agency. Shortly after the commission’s establishment, the Center for Biological Diversity filed a petition with the commission and its constituent agencies seeking the cancellation of certain pesticides in the name of purported advancing children’s health. At the same time, the ideology at the foundation of the commission has engendered a MAHA movement which has influenced several states to introduce legislation that would call for labeling of foods that were grown with various pesticides. While the MAHA Commission has yet to take a formal position on pesticide use, and state legislatures are still considering food-labeling legislation, there is no guarantee that the commission will support the use of crop inputs or that state legislatures will rein in further requirements on food labeling. In short, it is possible that both federal agencies and state legislatures could impose significant limitations on the use of pesticides in food production in a manner that could adversely affect the Company’s product sales and overall financial performance.

Item 2. Purchases of Equity Securities by the Issuer

Pursuant to ~~Amendment Number Six to~~ the Third Amended Loan and Security Agreement, effective November 7, 2023, the Company is currently prevented from making stock repurchases.

2427

Item 6. Exhibits

Exhibits required to be filed by Item 601 of Regulation S-K:

ExhibitNo.		Description
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
10.1		2022 Stock Incentive Plan.*†
31.1		Certification of the Acting Chief Executive Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
32.1		Certification Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
101		The following materials from American Vanguard Corp’s Quarterly Report on Form 10-Q for the quarter ended ~~March~~June 3130, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statement of Stockholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.
104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~March~~June 3130, 2025, has been formatted in Inline XBRL.

25* Filed herewith.

† Indicates a management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	american vanguard corporation
Dated: June 5, 2025	By:	/s/ DOUGLAS A. KAYE III
Dated: July 31, 2025	By:	/s/ DOUGLAS A. KAYE III
		Douglas A. Kaye III
		Chief Executive Officer
Dated: June 5, 2025	By:	/s/ david t. johnson
Dated: July 31, 2025	By:	/s/ david t. johnson
		David T. Johnson
		Chief Financial Officer and Principal Accounting Officer
		Chief Financial Officer & Principal Accounting Officer

2629

Filing Compare · AMERICAN VANGUARD CORP